<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1998
File Nos. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SELECT ADVISORS TRUST A
(Exact Name of Registrant as Specified in Charter)
Registrant's Area Code and Telephone Number: (513) 361-7900
311 PIKE STREET, CINCINNATI, OHIO
45202
(Address of Principal Executive Offices)
ANDREW S. JOSEF
INVESTORS BANK & TRUST COMPANY
200 CLARENDON STREET, BOSTON, MASSACHUSETTS 02116
(Name and Address of Agent for Service)
copies to:
Mark H. Longenecker, Esq.
Karen M. McLaughlin, Esq.
Frost & Jacobs LLP Edward G. Harness, Jr.
2500 East 5th Street Touchstone Securities, Inc.
P.O. Box 5715 311 Pike Street
Cincinnati, Ohio 45201-5715 Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering: As soon as practicable after
effectiveness of this Registration Statement.
Title of Securities Being Registered: Class C Shares of Beneficial Interest
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Section 24(f) of the Investment Company Act of 1940,
as amended.
================================================================================
The Registrant hereby amends this Registration Statement under the
Securities Act of 1933 on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement will thereafter becomes
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE> 2
SELECT ADVISORS TRUST A
FORM N-14
CROSS REFERENCE SHEET
Part A
<TABLE>
<CAPTION>
ITEM NO. HEADINGS IN PROXY STATEMENT/PROSPECTUS OR SAI
<S> <C>
1. Beginning of Registration Statement and Outside
Front Cover of Prospectus................................... Front Cover
2. Beginning and Outside Back Cover of Prospectus.............. Table of Contents; Available
Information
3. Synopsis Information and Risk Factors....................... Summary; Risk Factors
4. Information About the Transaction........................... Front Cover; Summary;
The Proposed Reorganization
5. Information About the Registrant............................ Prospectus of Select Advisors
Trust A, dated May 1, 1998
6. Information About the
Company Being Acquired...................................... Prospectus of Select Advisors
Trust C, dated May 1, 1998
7. Voting Information.......................................... Introduction and Voting
Information
8. Interest of Certain Persons and Experts..................... Interests of Certain Persons in
the Reorganization; Miscellaneous
9. Additional Information Required for Reoffering
by Persons Deemed to be Underwriters........................ Not applicable
Part B
10. Cover Page ................................................. Cover Page
11. Table of Contents .......................................... Cover Page
12. Additional Information About the Registrant ................ Statement of Additional
Information of Select Advisors
Trust A, dated May 1, 1998
13. Additional Information About
the Company Being Acquired.................................. Statement of Additional
Information of Select Advisors
Trust C, dated May 1, 1998
14. Financial Statements........................................ Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
2
<PAGE> 3
TOUCHSTONE FAMILY OF FUNDS
SELECT ADVISORS TRUST C
October 1, 1998
Dear Shareholder:
I am writing to ask for your support of an important proposal affecting
your Fund.
Your Fund is a part of Select Advisors Trust C ("Trust C"). After careful
consideration, the Board of Trustees of Trust C has unanimously voted in favor
of combining Trust C with Select Advisors Trust A ("Trust A"). By combining
Trust C with Trust A, your Fund should experience lower operating expenses from
a simplified organizational structure (your fund is currently part of a more
complicated Hub and Spoke(R) structure).
You are being asked to approve the combination of your Fund (a "Trust C
Fund") with the corresponding fund (each a "Trust A Fund") of Trust A. Please
note that by voting "FOR" this proposal, you will not be affecting the value of
your investment. You will still own the same number of shares. You will be
exposed to no additional investment risk because the investment objective of
your Fund and the policies governing the investment of your assets will not
change. All costs of the reorganization will be paid by Touchstone Advisors,
Inc. (your fund advisor) at absolutely no cost to you. There will be no tax
consequences to you as a result of the combination of Trust A and Trust C.
The proposal will be voted on at an upcoming Special Meeting of
Shareholders on Thursday, October 29, 1998. You may vote on this proposal by
mail (using the enclosed Proxy Card), fax or in person. PLEASE TAKE A FEW
MINUTES TO REVIEW THE ENCLOSED MATERIALS AND RETURN THE PROXY CARD TODAY. If you
have any questions or need any help in voting your shares, please call us
toll-free at 1-800-669-2796.
The Board of Trustees of Trust C believes this reorganization is in each
Fund's and your best interests. I encourage you to vote "FOR" the proposed
reorganization as I believe this will enable us to better serve your needs.
Thank you for investing with Touchstone and for your continued support.
Sincerely,
Edward G. Harness, Jr.
President
<PAGE> 4
IMPORTANT INFORMATION YOU SHOULD CONSIDER
The following is a brief summary of some issues that may be important to
you. As is true with any summary, you may have additional concerns or questions
that may not be adequately addressed by this summary. As a result, this summary
is qualified in its entirety by the more detailed information contained
elsewhere in this document, or incorporated into this document. We strongly
encourage you to read this entire Proxy Statement/Prospectus for a more detailed
description of the proposed reorganization of Trust C. Please read all materials
before voting.
PROPOSAL IMPACT
HOW DOES THE PROPOSAL AFFECT ME?
If the proposed reorganization is approved, the potential benefits include:
- Lower Fund operating expenses: Your Fund should experience lower
operating expenses (such as auditing fees and printing costs) due to the
simplified organizational structure.
- Simplified reporting: Reporting on your Fund should be less complicated
as there will be fewer entities, resulting in disclosures that are easier
to understand.
In addition, the proposed reorganization will generally not affect your
financial situation:
- No cost to you: Touchstone Advisors (your Fund advisor) will pay all
costs relating to the reorganization.
- No tax consequences to you: The exchange of shares will be tax free.
- No change in the number of shares you own: You will receive Class C
shares of Trust A equal to the number of Trust C Fund shares you owned.
- No change in your account value.
WILL THE DISTRIBUTION, PURCHASE AND REDEMPTION PROCEDURES AND EXCHANGE RIGHTS
CHANGE AS A RESULT OF THE REORGANIZATION?
No. Class C shares of each Trust A Fund will have the same distribution,
purchase, redemption and exchange policies and procedures as your Trust C Fund
shares.
ARE THE TRUST A FUNDS RISKIER THAN THE TRUST C FUNDS?
No. Each set of corresponding Funds has the same investment policies,
procedures and strategies.
WILL I REALIZE INCOME OR CAPITAL GAINS FOR FEDERAL TAX PURPOSES AS A RESULT OF
THE REORGANIZATION?
No. The exchange of shares in the reorganization will be tax free. We will
obtain a tax opinion confirming that the reorganization will not be a taxable
event for you for federal income tax purposes. Your tax basis and holding period
for your shares will be unchanged.
THE PROPOSED REORGANIZATION
WHY IS THIS REORGANIZATION BEING PROPOSED?
The current mutual fund complex is a Hub and Spoke(R) structure made up of
three entities: the Hub Portfolio, Trust A and Trust C. Currently, each Trust A
Fund and each Trust C Fund invests its assets in a Hub Portfolio, where they are
managed collectively. The proposed reorganization will result in only one
surviving entity, Trust A, which will invest the collective assets directly. The
Board of Trustees of Trust C has unanimously voted to approve this
reorganization.
<PAGE> 5
HOW WILL THE REORGANIZATION BE ACCOMPLISHED?
First, each Trust A Fund and each Trust C Fund will withdraw all of their
respective assets from the corresponding Hub Portfolio. Next, each Trust C Fund
will exchange its assets for Class C shares in the corresponding Trust A Fund.
Each Trust C Fund will then distribute these Class C shares of Trust A to you --
the Trust C shareholders. Please note that the value of your account will not
change as a result of this reorganization.
WHEN WILL THE REORGANIZATION TAKE PLACE?
Subject to receiving shareholder approval, the reorganization is expected
to take place after the close of business on December 31, 1998.
VOTING
WHAT IS THE PURPOSE OF THE UPCOMING MEETING?
The Board of Trustees has recommended combining each Trust C Fund with the
corresponding Trust A Fund. This combination requires shareholder approval. The
shareholder meeting will be held on Thursday, October 29, 1998 at 10:00 a.m.,
Eastern time, at the offices of the Funds, 311 Pike Street, Cincinnati, OH
45202. Shareholders of record as of the close of business on September 24, 1998
are eligible to vote.
HOW DO I VOTE MY SHARES?
You may vote by mail, fax or in person at the Special Meeting.
- By mail: Complete, sign and mail the enclosed Proxy Card to us in the
postage-paid envelope that has been provided.
- By fax: Complete and sign the enclosed Proxy Card and fax both sides to
.
- In person: Attend and vote your shares at the Meeting.
Your shares will be voted exactly as you tell us. If you simply sign the
card and return it, we will follow the recommendation of the Board of Trustees
and vote "FOR" the reorganization.
IF I SEND MY PROXY IN NOW AS REQUESTED, CAN I CHANGE MY VOTE LATER?
Yes. A proxy can be revoked at any time by writing to us, by sending us
another later dated proxy or by attending the meeting and voting in person. Even
if you plan to attend the meeting, we ask that you return the enclosed proxy
card. Doing so will help ensure that the meeting is not delayed.
FOR MORE INFORMATION
WHERE CAN I GET MORE INFORMATION ABOUT THE FUNDS?
A copy of the Trust A Funds' Prospectus accompanies this Proxy Statement.
If you would like a copy of the Trust C Funds' Prospectus or either the Trust A
Funds' or Trust C Funds' Statement of Additional Information, or most recent
Annual Report or Semi-Annual Report to Shareholders, you can contact the
Touchstone Family of Funds at 1-800-669-2796.
ALL OTHER QUESTIONS
For any other questions you may have, please contact the Touchstone Family
of Funds at 1-800-669-2796.
<PAGE> 6
SELECT ADVISORS TRUST C
Touchstone Emerging Growth Fund C
Touchstone International Equity Fund C
Touchstone Income Opportunity Fund C
Touchstone Value Plus Fund C
Touchstone Growth & Income Fund C
Touchstone Balanced Fund C
Touchstone Bond Fund C
311 Pike Street
Cincinnati, Ohio 45202
(800) 669-2796
NOTICE OF SPECIAL MEETING
Notice is hereby given that a Special Meeting (the "Special Meeting") of
shareholders of each of Touchstone Emerging Growth Fund C, Touchstone
International Equity Fund C, Touchstone Income Opportunity Fund C, Touchstone
Value Plus Fund C, Touchstone Growth & Income Fund C, Touchstone Balanced Fund C
and Touchstone Bond Fund C (each a "Trust C Fund", and collectively the "Trust C
Funds"), each a series of Select Advisors Trust C ("Trust C"), a Massachusetts
business trust, will be held on October 29, 1998, at 10:00 a.m., Eastern Time,
at the offices of Trust C, 311 Pike Street, Cincinnati, Ohio 45202. At the
Special Meeting, shareholders of each Trust C Fund will each be asked to
consider and vote upon the following proposal:
1. To approve an Agreement and Plan of Reorganization and Liquidation
and the transactions contemplated thereby, including (a) the transfer of
substantially all of the assets and liabilities of each Trust C Fund to the
corresponding series of Select Advisors Trust A (a "Trust A Fund"), in
exchange for Class C shares of such Trust A Fund, and (b) the distribution
of such Trust A Fund's Class C shares to the shareholders of such Trust C
Fund.
Shareholders of record at the close of business on September 24, 1998, are
entitled to notice of, and to vote at, the Special Meeting. Your attention is
called to the accompanying Proxy Statement. Regardless of whether you plan to
attend the Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY
CARD(S) so that your shares of the Trust C Funds may be voted in accordance with
your instructions. If you are present at the Special Meeting, you may change
your vote, if desired, at that time.
By Order of the Board of Trustees.
Andrew S. Josef
Secretary
Cincinnati, Ohio
October 1, 1998
<PAGE> 7
<TABLE>
<S> <C>
SELECT ADVISORS TRUST C SELECT ADVISORS TRUST A
(Class C Shares of Beneficial Interest)
Touchstone Emerging Growth Fund C Touchstone Emerging Growth Fund A
Touchstone International Equity Fund C Touchstone International Equity Fund A
Touchstone Income Opportunity Fund C Touchstone Income Opportunity Fund A
Touchstone Value Plus Fund C Touchstone Value Plus Fund A
Touchstone Growth & Income Fund C Touchstone Growth & Income Fund A
Touchstone Balanced Fund C Touchstone Balanced Fund A
Touchstone Bond Fund C Touchstone Bond Fund A
PROXY STATEMENT PROSPECTUS
</TABLE>
311 Pike Street
Cincinnati, Ohio 45202
(800) 669-2796
------------------------
This Proxy Statement/Prospectus, which you should read carefully and keep
for future reference, contains information that a prospective investor should
know before voting. It is being furnished to the shareholders of each of
Touchstone Emerging Growth Fund C, Touchstone International Equity Fund C,
Touchstone Income Opportunity Fund C, Touchstone Value Plus Fund C, Touchstone
Growth & Income Fund C, Touchstone Balanced Fund C and Touchstone Bond Fund C
(each a "Trust C Fund, and collectively the "Trust C Funds"), each a series of
Select Advisors Trust C ("Trust C"), a Massachusetts business trust, in
connection with a proposed transaction (the "Reorganization") whereby the Hub
and Spoke(R) structure in which the Trust C Funds presently operate as spokes
would be collapsed into a single mutual fund with separate classes of shares,
one class of which would have a distribution system and fee structure (including
a Rule 12b-1 fee) (the "Class C shares") identical to that of the Trust C Funds,
and a second class which would have a distribution system and fee structure
(including a Rule 12b-1 fee) identical to that of each of the Touchstone
Emerging Growth Fund A, Touchstone International Equity Fund A, Touchstone
Income Opportunity Fund A, Touchstone Value Plus Fund A, Touchstone Growth &
Income Fund A, Touchstone Balanced Fund A and Touchstone Bond Fund A (each a
"Trust A Fund, and collectively the "Trust A Funds"), each a series of Select
Advisors Trust A ("Trust A"), a Massachusetts business trust. Each Trust A Fund
presently operates as a second spoke of the Hub and Spoke(R) structure. Each
Trust C Fund and Trust A Fund currently invests all of its respective investable
assets in a corresponding portfolio (each a "Hub Portfolio") of Select Advisors
Portfolios (the "Hub Portfolios Trust").
In the Reorganization, each Trust A Fund would acquire all of the assets
(subject to the liabilities) of the corresponding Trust C Fund in exchange for
such Trust A Fund's Class C shares. Class C shares of a Trust A Fund so received
by each Trust C Fund would be distributed pro rata to shareholders of the Trust
C Fund, and the Trust C Fund would be dissolved. As a result of the
Reorganization, each shareholder of a Trust C Fund would receive, in exchange
for the shares of the Trust C Fund owned by such shareholder, an equal number of
the corresponding Trust A Fund's Class C shares. Following the proposed
Reorganization, the assets of each Trust C Fund acquired by the corresponding
Trust A Fund would continue to be managed under the Trust C Fund's current
investment objective and pursuant to its current investment programs and
policies, except that, rather than attempting to achieve this investment
objective by investing all of the investable assets in a Hub Portfolio, Trust A,
on behalf of each Trust A Fund, would attempt to achieve this objective by
retaining an investment advisor and sub-advisors to directly manage those
assets, together with such Trust A Fund's other assets. Touchstone Advisors,
Inc. (the "Advisor"), the current investment advisor to each Hub Portfolio,
would continue to serve as the investment advisor to each Trust A Fund pursuant
to the terms of an investment advisory agreement substantively identical
(including advisory fees provided thereunder) to the current Investment Advisory
Agreement by and between the Advisor and the Hub Portfolios Trust (on behalf of
each Hub Portfolio), dated September 9, 1994, as amended. It is also anticipated
that each investment sub-advisor (each a "Portfolio Advisor") that currently
provides investment advisory services to a Hub Portfolio would continue to serve
as the Portfolio Advisor to each corresponding Trust A Fund pursuant to the
terms of an investment sub-advisory agreement substantively identical (including
fees provided thereunder to be paid by the Advisor) to the current respective
Investment Sub-Advisory Agreements by and between the Advisor and each Portfolio
Advisor.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SHARES OF THE TRUST A FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE NATIONAL CREDIT UNION SHARE
INSURANCE FUND, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. MUTUAL FUNDS
INVOLVE INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
Upon request and at no cost to a requesting shareholder, Trust C will mail,
by first class mail, copies of its Annual Report to Shareholders dated December
31, 1997 and its Semi-Annual Report to Shareholders dated June 30, 1998.
Requests should be directed to Trust C at the address or telephone number
provided above.
Additional information about Trust A and Trust C has been filed with the
Securities and Exchange Commission (the "Commission") and is available upon oral
or written request and without charge. See "Available Information" below.
This Proxy Statement/Prospectus is first being mailed to shareholders on or
about October 1, 1998.
The date of this Proxy Statement/Prospectus is October 1, 1998
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION....................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 1
INTRODUCTION AND VOTING INFORMATION......................... 1
Solicitation.............................................. 1
Purpose of Meeting........................................ 2
Quorum and Voting......................................... 2
Adjournment............................................... 2
INTERESTS OF CERTAIN PERSONS IN THE REORGANIZATION.......... 3
RECOMMENDATION OF BOARD OF TRUSTEES......................... 4
PRO FORMA EXPENSE INFORMATION............................... 5
SUMMARY..................................................... 8
Introduction.............................................. 8
Proposed Reorganization................................... 8
Comparison of Shares of Trust C Funds to Class C shares of
Trust A Funds.......................................... 9
Tax Consequences.......................................... 10
RISK FACTORS................................................ 10
THE PROPOSED REORGANIZATION................................. 10
Plan of Reorganization and Liquidation.................... 10
Reasons for the Proposed Reorganization................... 11
Description of Class C Shares of each Trust A Fund........ 12
Tax Considerations........................................ 13
Capitalization............................................ 14
MISCELLANEOUS............................................... 14
Principal Shareholders.................................... 14
Interests of Experts and Counsel.......................... 14
Costs of Solicitation..................................... 14
Shareholder Meetings...................................... 15
APPENDIX A -- Agreement and Plan of Reorganization and
Liquidation............................................... 16
</TABLE>
i
<PAGE> 9
AVAILABLE INFORMATION
Trust A has filed with the Commission a Registration Statement on Form N-14
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Class C shares of each Trust A Fund
offered hereby. As permitted by the rules and regulations of the Commission,
this Proxy Statement/Prospectus and the accompanying Statement of Additional
Information omit certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information can be inspected at the
principal offices of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and copies of the Registration Statement can be obtained from the
Commission at prescribed rates by writing to the Commission at such address. For
further information, reference is made to the Registration Statement and to the
exhibits thereto.
Trust A and Trust C are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
Investment Company Act of 1940, as amended (the "1940 Act"), and as such file
reports and other information with the Commission. Reports, proxy statements and
other information filed with the Commission can be inspected and copied at the
Public Reference Facilities of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following regional offices: Seven World
Trade Center, 13th Floor, New York, New York 10048; and CitiCorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained at prescribed rates from the Public Reference Branch,
Office of Consumer Affairs and Information of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.
No person has been authorized to give any information or to make any
representations other than those contained in this Proxy Statement/Prospectus in
connection with the offer contained herein and, if given or made, such other
information or representations must not be relied upon as having been authorized
by Trust C or Trust A. This Proxy Statement/Prospectus does not constitute an
offer to sell securities in any state or other jurisdiction to any person to
whom it would be unlawful to make such offer in such state or jurisdiction.
Neither the delivery of this Proxy Statement/Prospectus nor any sale hereunder
shall under any circumstances create any implication that there have been no
changes in the affairs of Trust C or Trust A subsequent to the date of this
Proxy Statement/Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
A Statement of Additional Information, dated October 1, 1998, relating to
the proposed Reorganization described in this Proxy Statement/Prospectus (the
"Reorganization SAI") has been filed with the Commission and is incorporated by
reference herein. A copy of the Reorganization SAI may be obtained without
charge by writing to or calling Trust A at the above address or telephone
number. The Trust C Funds' current Prospectus dated May 1, 1998, as supplemented
to date (the "Trust C Prospectus") has been filed with the Commission as part of
Post-Effective Amendment No. 6 to Trust C's Registration Statement on Form N-1A
(1933 Act Reg. No. 33-76146; 1940 Act File No. 811-8404), and is incorporated by
reference herein. The Trust A Funds' current Prospectus dated May 1, 1998, as
supplemented to date (the "Trust A Prospectus") has been filed with the
Commission as part of Post-Effective Amendment No. 6 to Trust A's Registration
Statement on Form N-1A (1933 Act Reg. No. 33-75764; 1940 Act File No. 811-8380),
and is incorporated by reference herein. A copy of the Trust A Prospectus
accompanies this Proxy Statement/Prospectus.
All information contained in this Proxy Statement/Prospectus relating to
Trust C and/or the Trust C Funds has been supplied by Trust C, and all
information relating to Trust A and/or the Trust A Funds has been supplied by
Trust A.
INTRODUCTION AND VOTING INFORMATION
SOLICITATION
This Proxy Statement/Prospectus is being furnished to the shareholders of
each Trust C Fund in connection with the solicitation of proxies by Trust C's
Board of Trustees to be used at a Special Meeting of
1
<PAGE> 10
Shareholders (the "Special Meeting") to be held on Thursday, October 29, 1998 at
10:00 a.m., Eastern time, at the offices of Trust C, 311 Pike Street,
Cincinnati, Ohio 45202.
PURPOSE OF MEETING
The purpose of the Special Meeting is to consider and vote upon an
Agreement and Plan of Reorganization and Liquidation (the "Plan") pursuant to
which each Trust C Fund would be reorganized into a specially-designated class
of shares of beneficial interest of the corresponding Trust A Fund. A copy of
the proposed Plan is attached as Appendix A to this Proxy Statement/Prospectus.
QUORUM AND VOTING
The presence at the Special Meeting, in person or by proxy, of shareholders
representing a majority of all shares of each Trust C Fund entitled to vote on a
matter constitutes a quorum for the transaction of business by that Fund.
Broker non-votes are proxies from brokers or other nominee owners
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote the shares as to a matter with respect
to which the brokers or other nominee owners do not have discretionary power to
vote. In tabulating votes on any matter, abstentions and broker non-votes will
be counted as represented for purposes of determining the presence or absence of
a quorum, and as such will have the effect of a no vote for purposes of Proposal
1.
Shares represented by properly executed proxies received by Trust C will be
voted at the Special Meeting and any adjournment thereof in accordance with the
terms of such proxies. However, if no instructions are specified on a signed
proxy received from a shareholder, the shares will be voted "FOR" Proposal 1. A
shareholder may revoke his or her proxy at any time prior to the voting thereof
by filing a written notice of revocation with the Secretary of Trust C or by
delivering a duly executed proxy bearing a later date.
Shareholders of record at the close of business on September 24, 1998 (the
"Record Date") will be entitled to one vote on each matter presented for each
share so held. The number of shares of beneficial interest of each Trust C Fund
outstanding on that date is set forth below.
<TABLE>
<CAPTION>
FUND NUMBER OF SHARES OUTSTANDING
---- ----------------------------
<S> <C>
Touchstone Emerging Growth Fund C...........................
Touchstone International Equity Fund C......................
Touchstone Income Opportunity Fund C........................
Touchstone Value Plus Fund C................................
Touchstone Growth & Income Fund C...........................
Touchstone Balanced Fund C..................................
Touchstone Bond Fund C......................................
</TABLE>
To be approved, the Plan and the Reorganization contemplated thereby will
require the affirmative vote of "a majority of the outstanding voting
securities" of each Trust C Fund, as that term is defined in the 1940 Act. A
majority of the outstanding voting securities means the lesser of (1) 67% or
more of a Trust C Fund's shares present at a meeting, if shareholders who are
the owners of more than 50% of such Fund's shares then outstanding are present
in person or by proxy; or (2) more than 50% of a Trust C Fund's outstanding
shares.
ADJOURNMENT
In the event that sufficient votes in favor of Proposal 1 are not received
by the time scheduled for the Special Meeting, the persons named as proxies may
propose one or more adjournments of the Special Meeting to permit further
solicitation of proxies with respect to such proposal. The Special Meeting also
may be adjourned in the event certain issues under the 1940 Act relating to the
transactions contemplated by the Plan have not been resolved to the mutual
satisfaction of Trust A and Trust C by the scheduled time of the Special
Meeting. See "The Proposed Reorganization -- Agreement and Plan of
Reorganization and Liquidation."
2
<PAGE> 11
Any such adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the Special
Meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of such
proposal. They will vote against any such adjournment those proxies required to
be voted against such proposal.
INTERESTS OF CERTAIN PERSONS IN THE REORGANIZATION
Trust C presently is part of a two tiered, master/feeder mutual fund
complex known as a Hub and Spoke(R) structure. In this structure, each Trust C
Fund (each of which sometimes is referred to as a spoke) invests all of its
investable assets in the corresponding Hub Portfolio. In theory, other
investment vehicles, such as other investment companies, retirement plans, trust
accounts, and other entities, could become additional spokes of a Hub Portfolio
and invest assets in such Hub Portfolio. At the Hub Portfolio level, assets so
invested would be aggregated with assets invested by other spokes and would be
commonly managed. Like each Trust C Fund, each Trust A Fund is a mutual fund
which invests all of its investable assets in the corresponding Hub Portfolio.
Each Trust A Fund's capital structure presently consists of a single class
of shares of beneficial interest. However, the Board of Trustees of Trust A has
adopted an operating plan and taken other actions necessary to retitle (without
altering the rights and privileges) each Trust A Fund's presently authorized
class of shares of beneficial interest as Class A shares of beneficial interest
(the "Class A shares"), and to designate other classes of shares, Class C shares
of beneficial interest (the "Class C shares") and Class Y shares of beneficial
interest (the "Class Y shares"), within each Trust A Fund. The Reorganization
involves the collapsing of the Hub and Spoke(R) structure into the multi-class
structure of Trust A (which would then be renamed to eliminate the "A"
designation), and eliminating each Hub Portfolio, each Trust C Fund and the
respective investment companies of which they are series. Following the
Reorganization, all of the assets of each Trust C Fund and the corresponding
Trust A Fund presently invested in the corresponding Hub Portfolio would be held
by the Trust A Fund, all of the presently outstanding shares of the Trust C Fund
would be converted into an equal number of the Trust A Fund's Class C shares,
and all of the currently outstanding shares of the Trust A Fund would be
designated as such Trust A Fund's Class A shares (but would not otherwise be
affected).
Under the present Hub and Spoke(R) structure, the Advisor, the Portfolio
Advisors, Investors Bank & Trust Company ("Investors Bank") and
each provide various services to the Hub Portfolios, the Trust C Funds and the
Trust A Funds, and receive fees for doing so (see the section of the
accompanying Trust C Prospectus captioned "Management of the Trust and the
Funds" for a detailed description of such services and their related
compensation). It is anticipated that, following the Reorganization, the
Advisor, each Portfolio Advisor, Investors Bank and will continue
to provide comparable services to the Trust A Funds with respect to both the
Class C shares and the Class A shares of each Trust A Fund for the same or lower
fees as presently paid in the aggregate by the Hub Portfolios, the Trust A Funds
and the Trust C Funds, as the case may be, all pursuant to new agreements to be
executed between Trust A (on behalf of each Trust A Fund) and the Advisor, each
Portfolio Advisor, Investors Bank and , as the case may be, with
terms substantively identical to the current service agreements relating to such
services.
It is anticipated that the Reorganization will result in an overall
reduction in the expenses that will be allocated to Class C shares and Class A
shares of each Trust A Fund. It should be noted, however, that Touchstone
Advisors has voluntarily agreed (the "Sponsor Agreement") to "cap" the operating
expenses of each Trust C Fund and each Trust A Fund and the corresponding
Portfolios by waiving or reimbursing certain of those expenses, and has agreed
that upon consummation of the Reorganization it will continue, for a time, to
"cap" the operating expenses of Class C shares and Class A shares of each Trust
A Fund, all as set forth below under "Pro Forma Expense Information." This means
that while such waivers or reimbursements continue, a reduction of each Trust A
Fund's expenses will benefit Touchstone Advisors to the extent that it reduces
the amount that must be waived or reimbursed. Nevertheless, if (i) the
Reorganization reduces the expenses of a Trust A Fund such that its total
operating expenses fall below the level at which Touchstone Advisors has agreed
to cap such expenses, or (ii) Touchstone Advisors decides to stop waiving or
reimbursing
3
<PAGE> 12
a Fund's operating expenses, any reduction in the expenses allocated to Class C
shares and Class A shares of each Trust A Fund that may result from the
Reorganization will directly benefit shareholders.
The Sponsor Agreement may be terminated, by Touchstone Advisors at the end
of any calendar quarter, or by Trust A or Trust C on not less than 30 days'
prior written notice. Touchstone Advisors has advised Trust A and Trust C that
it will continue the Sponsor Agreement through at least December 31, 1999.
It is also possible that the Reorganization potentially could, by making
investment in each Trust A Fund's Class A and Class C shares more attractive as
compared to investment in shares of the Trust C Funds and the Trust A Funds,
indirectly cause an increase in the total assets invested in the complex.
Because certain of the service fees payable to the Advisor, the Portfolio
Advisors, Investors Bank and are based on average daily net
assets, the increased asset size could result in greater fees payable to such
parties over the long term. Each such party may be deemed to have an indirect
financial interest in the Reorganization by virtue of the potential increase in
assets and related potential increase in fees payable to them.
The following table shows the percentage of outstanding shares of each
Trust A Fund and each Trust C Fund owned of record by Western-Southern Life
Assurance Company ("the Company") or The Western and Southern Life Insurance
Company ("Western Southern Life"), each an affiliate of the Advisor, on [June
16], 1998. Each is organized under the laws of the State of Ohio and their
principal offices are located at 400 Broadway, Cincinnati, Ohio 45202.
<TABLE>
<CAPTION>
TRUST C FUND COMPANY WESTERN SOUTHERN LIFE
- ------------ ------- ---------------------
<S> <C> <C>
Emerging Growth Fund C.................................. 55.69% 0.00%
International Equity Fund C............................. 69.71% 0.00%
Income Opportunity Fund C............................... 34.12% 0.00%
Value Plus Fund C....................................... 0.00% 99.76%
Growth & Income Fund C.................................. 7.88% 0.00%
Balanced Fund C......................................... 52.70% 0.00%
Bond Fund C............................................. 13.79% 0.00%
</TABLE>
Since the Company or Western Southern Life owns more than 5% of the
outstanding shares of each Trust C Fund, each arguably would have the ability to
influence the proposed Reorganization based on its ownership of shares of a
Trust C Fund.
In order to address the policy concerns underlying Section 17(a) of the
1940 Act and Rule 17a-8 promulgated thereunder with respect to the influence of
persons affiliated with an investment company due to share ownership, each of
the Company and Western Southern Life has agreed to vote the shares of any Trust
C Fund that it owns in the same proportion as the vote of all other shareholders
of the relevant Trust C Fund. By so "echo voting," the Company and Western
Southern Life will, in effect, allow the remaining Trust C shareholders to
approve or disapprove the proposed Reorganization. This method of voting ensures
that neither the Company nor Western Southern Life will improperly influence
Trust C, any Trust C Fund or the terms of the proposed Reorganization.
For a listing of persons and entities owning beneficially or of record 5%
or more of the shares of each Class C Fund outstanding and entitled to vote at
the Special Meeting, see the section of this Proxy Statement/ Prospectus
captioned "Miscellaneous -- Principal Shareholders."
RECOMMENDATION OF BOARD OF TRUSTEES
THE BOARD OF TRUSTEES OF TRUST C UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS OF EACH TRUST C FUND VOTE "FOR" APPROVAL OF THE PLAN. In doing so,
the Trustees have acted in what they believe to be the best interests of the
shareholders of each Trust C Fund, and have determined that the interests of the
existing shareholders of each Trust C Fund will not be diluted as a result of
the proposed Reorganization.
4
<PAGE> 13
PRO FORMA EXPENSE INFORMATION
The following tables provide: (1) a summary of expenses relating to
purchases and sales of shares of each Trust C Fund, and the aggregate annual
operating expenses for each Trust C Fund [and the corresponding Hub Portfolio],
as a percentage of average net assets of each Trust C Fund; (2) the pro forma
comparison of expenses estimated with respect to purchases and sales of the
Class C shares of each Trust A Fund, and the annual operating expenses of each
Trust A Fund allocated to the Class C shares, as a percentage of average net
assets allocated to the Class C shares; (3) an example illustrating the dollar
cost of such expenses on a $1,000 investment in each Trust C Fund; and (4) a pro
forma comparison of the example illustrating the dollar cost of the pro forma
estimated expenses of the Class C shares of the corresponding Trust A Fund.
Shares of each Trust C Fund are sold, and Class C shares of each Trust A Fund
will be sold, without an initial sales charge.
EACH TRUST C FUND
<TABLE>
<CAPTION>
SHAREHOLDER VALUE EMERGING INTERNATIONAL GROWTH & INCOME
TRANSACTION PLUS GROWTH EQUITY INCOME BALANCED OPPORTUNITY BOND
EXPENSES FUND* FUND FUND FUND FUND FUND FUND
- ----------- ----- -------- ------------- -------- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge(1)......... None None None None None None None
Annual Fund Operating Expenses
(as a percentage of average
daily net assets)
Advisory Fee.................... 0.75% 0.80% 0.95% 0.80% 0.80% 0.65% 0.55%
Rule 12b-1 Fees................. 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses(2) (before waiver
or reimbursement)............. 1.85% 4.91%, 3.63% 5.89% 4.37% 3.73% 11.00%
---- ------ ---- ---- ---- ---- -----
Total Operating Expenses(2)
(before waiver or
reimbursement)................ 3.60% 6.71% 5.58% 7.64% 6.17% 5.38% 12.55%
==== ====== ==== ==== ==== ==== =====
</TABLE>
CLASS C SHARES OF EACH TRUST A FUND
<TABLE>
<CAPTION>
SHAREHOLDER VALUE EMERGING INTERNATIONAL GROWTH & INCOME
TRANSACTION PLUS GROWTH EQUITY INCOME BALANCED OPPORTUNITY BOND
EXPENSES FUND* FUND FUND FUND FUND FUND FUND
- ----------- ----- -------- ------------- -------- -------- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge(1)......... None None None None None None None
Annual Fund Operating Expenses
(as a percentage of average
daily net assets)
Advisory Fee.................... 0.75% 0.80% 0.95% 0.80% 0.80% 0.65% 0.55%
Rule 12b-1 Fees................. 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses(2) (before waiver
or reimbursement)............. % % % % % % %
---- ---- ---- ---- ---- ---- ----
Total Operating Expenses(2)
(before waiver or
reimbursement)................ % % % % % % %
==== ==== ==== ==== ==== ==== ====
</TABLE>
- ---------------
* Expenses for the Touchstone Value Plus Fund of Trust C and the corresponding
Hub Portfolio and for the Class C shares of the Value Plus Fund of Trust A
are expressed as a percentage of such Fund's projected average daily net
assets and are based on estimates of expenses to be incurred during the
fiscal year ending December 31, 1998.
(1) A contingent deferred sales charge of 1.00% will be assessed on shares
redeemed within one year of purchase.
5
<PAGE> 14
(2) The "Total Operating Expenses" charged to each Trust C Fund and the
corresponding Hub Portfolio or Class C shares of each Trust A Fund were
capped by the Advisor and did not exceed the percentages listed below.
Expense Caps
Touchstone Advisors has agreed to waive or reimburse certain of the
Operating Expenses of each Trust C Fund and the corresponding Portfolio and
Class C shares of each Trust A Fund (as used herein, "Operating Expenses"
includes amortization of organizational expenses but is exclusive of interest,
taxes, brokerage commissions and other portfolio transaction expenses, capital
expenditures and extraordinary expenses) such that, after such waivers or
reimbursements, the aggregate Operating Expenses of each Trust C Fund and the
corresponding Portfolio or Class C shares of each Trust A Fund will not exceed
on an annual basis the "Total Operating Expenses" listed below (the "Expense
Caps"). The Sponsor Agreement may be terminated by the Sponsor at the end of any
calendar quarter, or by Trust A or Trust C on not less than 30 days' prior
written notice. Touchstone Advisors has advised Trust A and Trust C that it will
waive or reimburse expenses under the Sponsor Agreement through December 31,
1999.
While such waivers or reimbursements continue, a reduction of each Trust A
Fund's expenses will benefit Touchstone Advisors to the extent that it reduces
the amount that must be waived or reimbursed. See "Interests of Certain Persons
in the Reorganization."
For the fiscal year ended December 31, 1997, with the Expense Caps, "Other
Expenses" and "Total Operating Expenses" of each Trust C Fund and its
corresponding Portfolio were the following respective percentages of the Fund's
average daily net assets: Emerging Growth Fund, 0.45%, 2.25%; International
Equity Fund, 0.40%, 2.35%; Growth & Income Fund, 0.25%, 2.05%; Balanced Fund,
0.30%, 2.10%; Income Opportunity Fund, 0.30%, 1.95%; and Bond Fund, 0.10%,
1.65%. For the Value Plus Fund and the corresponding Portfolio for the year
ending December 31, 1998, with the Expense Caps, "Other Expenses" and "Total
Operating Expenses" will be 0.30%, 2.05%, respectively, of the Fund's projected
average daily net assets.
Example. You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return; (2) the total operating expense ratio included in
"Expense Caps" in footnote 2 above; and (3) redemption at the end of each time
period:
EACH TRUST C FUND
<TABLE>
<CAPTION>
SHAREHOLDER VALUE EMERGING INTERNATIONAL GROWTH & INCOME
TRANSACTIONS PLUS GROWTH EQUITY INCOME BALANCED OPPORTUNITY BOND
EXPENSES FUND C FUND C FUND C FUND C FUND C FUND C FUND C
- ------------ ------ -------- ------------- -------- -------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year.................. $21 $ 23 $ 24 $ 21 $ 21 $ 20 $ 17
3 Years................. $64 $ 70 $ 73 $ 64 $ 66 $ 61 $ 52
5 Years................. -- $120 $126 $110 $113 $105 $ 90
10 Years................ -- $258 $269 $238 $243 $227 $195
</TABLE>
CLASS C SHARES OF EACH TRUST A FUND
<TABLE>
<CAPTION>
SHAREHOLDER VALUE EMERGING INTERNATIONAL GROWTH & INCOME
TRANSACTIONS PLUS GROWTH EQUITY INCOME BALANCED OPPORTUNITY BOND
EXPENSES FUND C FUND C FUND C FUND C FUND C FUND C FUND C
- ------------ ------ -------- ------------- -------- -------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year.................. $21 $ 23 $ 24 $ 21 $ 21 $ 20 $ 17
3 Years................. $64 $ 70 $ 73 $ 64 $ 66 $ 61 $ 52
5 Years................. -- $120 $126 $110 $113 $105 $ 90
10 Years................ -- $258 $269 $238 $243 $227 $195
</TABLE>
The purpose of this table is to assist a shareholder in understanding the
various costs and expenses that a shareholder in a Trust C Fund or Class C
shares of a Trust A Fund will bear directly or indirectly. This example should
not be considered to be a representation of past or future expenses; actual
expenses may be
6
<PAGE> 15
greater or less than those shown. Moreover, although the table assumes a 5%
annual return, a Fund's actual performance will vary and may result in an actual
return greater or less than 5%. Because each Fund makes payments under a
distribution and services plan in accordance with Rule 12b-1, a shareholder who
holds shares of a Fund for an extended period of time may pay a combination of
sales load and 12b-1 fees in excess of the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc.
7
<PAGE> 16
SUMMARY
The following is a summary of certain information contained elsewhere in
this Proxy Statement/ Prospectus, the Trust C Prospectus incorporated by
reference herein and the Trust A Prospectus incorporated herein and being
delivered herewith. This summary is not intended to be complete and is qualified
in all respects by reference to the more detailed information appearing
elsewhere in this Proxy Statement/ Prospectus, the Trust C Funds' Prospectus and
the Trust A Funds' Prospectus.
INTRODUCTION
Each Trust A Fund and each Trust C Fund currently constitute spokes of a
Hub and Spoke(R) mutual fund complex with respect to which the corresponding Hub
Portfolio functions as the Hub. In this structure, each Trust A Fund and each
Trust C Fund invest all of their investable assets in the corresponding Hub
Portfolio, where such assets are managed collectively under the common
investment objective of such Trust A Fund and Trust C Fund. This structure
requires the maintenance of three separate registered investment companies,
which results in duplicate costs and expenses to shareholders.
The Board of Trustees of Trust C originally anticipated that the Hub &
Spoke(R) structure would permit additional spokes to be added to the complex,
and that the asset growth attributable to the addition of such spokes would
spread the fixed costs of the complex over a broader base of assets and would
ultimately result in a reduced expense ratio to shareholders of each Trust C
Fund. However, no new spokes have been added, and the Board of Trustees believes
that the addition of new spokes in the future is unlikely and any anticipated
benefits related to the Hub and Spoke(R) structure are not likely to
materialize.
The Board of Trustees believes that certain duplicate expenses could be
eliminated and efficiencies could be gained if this Hub and Spoke(R) structure
were collapsed into a single mutual fund, multi-class structure within Trust A,
including a class of shares designated as Class C which would have
characteristics substantially similar to shares of the Trust C Funds, and a
class of shares designated as Class A which would be identical (except in name)
to the presently-designated, single class of shares of each Trust A Fund. Trust
A would also include a class of shares designated as Class Y which would be
offered to institutional investors. There may also be additional Classes of
shares.
The proposed Reorganization consists of a series of steps and procedures
which ultimately will result in all of the investable assets of each Hub
Portfolio being transferred to the corresponding Trust A Fund (subject to their
liabilities), all of the presently outstanding shares of the Trust C Funds being
converted into an equal number of the corresponding Trust A Fund's
newly-designated Class C shares, and all of the presently outstanding shares of
each Trust A Fund being redesignated (but otherwise being unaffected) as each
Trust A Fund's Class A shares. The Hub Portfolios Trust and Trust C would then
be dissolved.
PROPOSED REORGANIZATION
The Plan is a contract between Trust A (on behalf of each Trust A Fund) and
Trust C (on behalf of each Trust C Fund) which describes the essential terms of
the proposed Reorganization. Immediately prior to consummation of the Plan, each
of the Trust C Funds and Trust A Funds would withdraw from the Hub Portfolios
their respective assets, subject to their liabilities. The Plan provides that
each Trust A Fund would then acquire all of the assets, subject to the
liabilities, of the corresponding Trust C Fund, in exchange for such Trust A
Fund's Class C shares. The number of a Trust A Fund's Class C shares to be
issued in the exchange would be equal to the number of shares of each Trust C
Fund outstanding at the close of business on the date of consummation of the
Reorganization or, if such date is not a business day, then at the close of
business on the last business day preceding such closing date (the "Effective
Time"). Each Trust A Fund's Class C shares so issued immediately would be
distributed pro rata to shareholders of each Trust C Fund. As a result, each
shareholder of each Trust C Fund would receive in exchange for such
shareholder's shares of such Trust C Fund an equal number of the corresponding
Trust A Fund's Class C shares. Following the acquisition of each Trust C Fund's
assets by the corresponding Trust A Fund and the distribution to its
shareholders of the corresponding Trust A Fund's Class C shares, Trust C would
be dissolved.
8
<PAGE> 17
Following the Reorganization, the Advisor and relevant Portfolio Advisor(s)
would continue to manage the assets transferred to each Trust A Fund under the
same investment objective as that under which the Advisor and relevant Portfolio
Advisor(s) presently manage the assets of each Trust C Fund and each Trust A
Fund invested in the Hub Portfolios. Additionally, pursuant to an operating plan
adopted by the Board of Trustees of Trust A, income earned on such investments
and operating expenses of each Trust A Fund would be allocated between the
Classes of shares in substantially the same manner as income and expenses
presently are allocated between each Trust C Fund and each Trust A Fund.
COMPARISON OF SHARES OF TRUST C FUNDS TO CLASS C SHARES OF TRUST A FUNDS
Investment Objective and Policies. The investment objectives, investment
program and policies and investment limitations under which the assets of each
Trust C Fund presently are managed would not be affected by the proposed
Reorganization, except that, rather than investing all of its investable assets
in the corresponding Hub Portfolio to be commingled and commonly managed with
the assets of other spokes, each Trust A Fund would attempt to achieve its
investment objective by engaging an investment adviser to directly manage its
assets.
Investment Management. The investable assets of each Trust C Fund
presently are invested in the corresponding Hub Portfolio where they are managed
by the Advisor and Portfolio Advisors collectively with the investable assets of
the corresponding Trust A Fund. Following the Reorganization, the Advisor and
Portfolio Advisors would continue to serve as investment advisers with respect
to the assets of each Trust C Fund to be transferred to the corresponding Trust
A Funds pursuant to new investment advisory and investment sub-advisory
agreements to be entered into by Trust A, on behalf of each Trust A Fund. The
new investment advisory and investment sub-advisory agreements would have terms
and conditions, including advisory fees provided thereunder, substantively
identical to the terms and conditions of the current investment advisory and
investment sub-advisory agreements.
Administrative Services. Investors Bank presently serves as Administrator
and Fund Accounting Agent for each Trust C Fund and each Trust A Fund, and also
serves as Administrator, Fund Accounting Agent, Custodian, Transfer Agent and
Dividend Paying Agent for the Hub Portfolios. State Street Bank and Trust
Company presently serves as Transfer Agent and Dividend Paying Agent for each
Trust C Fund and each Trust A Fund. It is anticipated that, following the
Reorganization, Investors Bank would continue to serve as Administrator and Fund
Accounting Agent and that State Street Bank and Trust Company would continue to
act as Transfer Agent and Dividend Paying Agent, with respect to each Class of
each Trust A Fund.
It is anticipated that the fees to be paid by Trust A for the services
described in the preceding paragraph would be the same or lower than the
aggregate amount currently being paid with respect to Trust A, Trust C and the
Hub Portfolios.
Purchases and Redemptions. Following the Reorganization, investors
(including current shareholders of each Trust C Fund who receive Class C shares
of each Trust A Fund in the Reorganization) would be able to purchase and redeem
shares in substantially the same manner and subject to the same conditions as
shares of each Trust C Fund presently are purchased and redeemed. For a summary
of the procedures and conditions applicable to purchases and redemptions of
shares of each Trust A Fund, see the Trust A Funds' Prospectus that accompanies
this Proxy Statement/Prospectus.
Capital Structure. Class C shares of each Trust A Fund will represent a
class of a multi-class series of shares separately designated within the shares
of beneficial interest of a Massachusetts business trust. Shares of each Trust C
Fund represent shares of a separately designated series of a Massachusetts
business trust. This distinction, together with the elimination of the
two-tiered Hub and Spoke(R) structure, results in very minor differences in
voting rights and other rights and privileges between Class C shares of each
Trust A Fund and shares of each Trust C Fund. These differences are described in
more detail in the section of this Proxy Statement/Prospectus captioned "The
Proposed Reorganization -- Description of Class C Shares of each Trust A Fund."
9
<PAGE> 18
TAX CONSEQUENCES
It is a condition to the consummation of the transactions described in the
Plan that each of Trust C and Trust A must have obtained an opinion of Frost &
Jacobs LLP, legal counsel to Trust C and Trust A, to the effect that the
Reorganization will constitute a tax-free reorganization pursuant to Section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, no gain or loss will be recognized by any Trust C Fund, any Trust A
Fund or their respective shareholders. See "The Proposed Reorganization -- Tax
Considerations."
RISK FACTORS
Investment in Class C shares of each Trust A Fund involves certain risks,
which are the same as risks associated with shareholders current investment in
shares of each Trust C Fund. See the Trust C Funds' Prospectus or the Trust A
Funds' Prospectus for a description of various risks associated with the
investment strategies of each Trust C Fund and each Trust A Fund.
THE PROPOSED REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
The terms and conditions under which the proposed Reorganization would be
consummated are set forth in the Plan. Significant provisions of the Plan are
summarized below; however, this summary is qualified in its entirety by
reference to the Plan, a copy of which is attached as Appendix A to this Proxy
Statement/ Prospectus. Unless otherwise defined herein, defined terms used in
this section shall have the meaning assigned in the Plan.
Immediately prior to consummation of the Plan, each Trust C Fund and each
Trust A Fund would withdraw their respective investable assets, subject to their
liabilities, from the corresponding Hub Portfolio. The Plan contemplates that
shares of the presently-designated single class of shares of each Trust A Fund
outstanding immediately prior to the Reorganization automatically would be
redesignated (but otherwise unaffected) as Class A shares of each such Trust A
Fund as of the Effective Time of the Reorganization.
The Plan further contemplates that each Trust C Fund concurrently would
transfer all of its assets, subject to its liabilities, to the corresponding
Trust A Fund in exchange solely for newly-designated Class C shares of such
Trust A Fund. The Class C shares of such Trust A Fund would be deemed to be
distributed immediately on a pro rata basis to the shareholders of the
corresponding Trust C Fund. It is presently anticipated that the Effective Time
of the Reorganization will be the close of business on December 31, 1998 (the
last business day of 1998), provided all conditions of the Plan are fulfilled or
waived. The date of the Effective Time may be extended to a later date by the
Board of Trustees of Trust C and/or the Board of Trustees of Trust A.
The assets of each Trust C Fund to be acquired by each Trust A Fund would
include all property, including without limitation, all cash, cash equivalents,
securities, commodities and futures interests, receivables (including interest
or dividends receivable), any claims or rights of action or rights to register
shares under applicable securities laws, and other property owned by each Trust
C Fund and any deferred or prepaid expenses shown as an asset on the books of
each Trust C Fund at the Effective Time, all of which are consistent with the
investment limitations of the corresponding Trust A Fund. Each Trust A Fund
would assume from each Trust C Fund all liabilities, expenses, costs, charges
and reserves of the corresponding Trust C Fund of whatever kind or nature,
provided that each Trust C Fund utilizes its best efforts to discharge all of
its known debts, liabilities, obligations and duties prior to the Effective
Time. In exchange for all of the assets and liabilities of each Trust C Fund,
the corresponding Trust A Fund would deliver to shareholders of each Trust C
Fund Class C shares. The assets and liabilities of each Trust C Fund so
transferred to and assumed by the corresponding Trust A Fund would be allocated
to the Class C shares of each Trust A Fund issued to shareholders of each Trust
C Fund in exchange for their shares of each Trust C Fund.
10
<PAGE> 19
The value of each Trust C Fund's assets and liabilities to be acquired by
the corresponding Trust A Fund would be determined as of the Effective Time in
accordance with the policies and procedures set forth in the Trust A Fund's
Prospectus. The number of Class C shares of each Trust A Fund to be issued in
exchange for the net assets of each Trust C Fund would be equal to the number of
shares of each Trust C Fund outstanding as of the Effective Time. Accordingly,
shares of each Trust C Fund held immediately prior to the Effective Time would
be converted into an equal number of Class C shares of the corresponding Trust A
Fund.
As soon as practicable after the Closing Date, each Trust C Fund would
liquidate and distribute pro rata to its shareholders of record the Class C
shares of the corresponding Trust A Fund received by such Trust C Fund. Such
liquidation and distribution would be accomplished by opening accounts on the
books of Trust A in the names of shareholders of each Trust C Fund and by
transferring the Class C shares of each Trust A Fund credited to the account of
each Trust C Fund on the books of Trust A. Each account opened would represent
the number of Class C shares of the corresponding Trust A Fund equal to the
number of shares of each Trust C Fund held by such shareholder as of the
Effective Time. Fractional Class C shares of each Trust A Fund would be rounded
to the nearest thousandth of a share.
Any transfer taxes payable upon issuance of the Class C shares of each
Trust A Fund in a name other than the name of the registered holder of the
shares on the books of each Trust C Fund as of that time must be paid by the
person to whom such shares are to be issued as a condition of such transfer. Any
reporting responsibility of Trust C with respect to each Trust C Fund would
continue to be the responsibility of Trust C up to and including the Effective
Time and such later date on which each Trust C Fund is liquidated and Trust C is
dissolved.
Conditions to the closing of the Reorganization include a condition that
each of Trust C and Trust A must receive an opinion from Frost & Jacobs LLP
regarding certain tax aspects of the Reorganization. See "The Proposed
Reorganization -- Tax Considerations." Also, Trust C and Trust A have requested
that the Office of the Chief Counsel of the Commission's Division of Investment
Management informally respond with interpretive guidance regarding certain
technical and legal issues that the Reorganization potentially raises under the
provisions of the 1940 Act and the Rules promulgated thereunder. If the staff of
the SEC has not responded favorably to that request the closing of the
Reorganization may be postponed until such time as Trust C and Trust A receive a
favorable response or the issues are otherwise resolved to the mutual
satisfaction of Trust A and Trust C.
The Plan may be terminated and the Reorganization abandoned at any time,
before or after approval by the shareholders of each Trust C Fund, prior to the
Closing Date. In addition, the Plan may be amended in any mutually agreeable
manner, except that no amendment may be made subsequent to the Special Meeting
which would detrimentally affect the value of the Class C shares of each Trust A
Fund to be distributed.
The costs of the Reorganization, including legal, accounting and other
professional fees and the cost of soliciting proxies for the Special Meeting
(consisting principally of printing and mailing expenses), together with the
cost of any supplementary solicitation, will be borne by the Advisor and/or its
affiliates. [The total estimated costs for the proposed Reorganization are
approximately $ .]
REASONS FOR THE PROPOSED REORGANIZATION
The Board of Trustees of Trust C, including all of the non-interested
Trustees, has unanimously determined that the interests of the existing
shareholders of each Trust C Fund will not be diluted as a result of the
proposed transaction, and that the proposed transaction is in the best interests
of each Trust C Fund.
The Board of Trustees based its decision to recommend the Reorganization on
an inquiry into a number of factors, including the following:
1. The identity of the objectives, policies and restrictions of each
Trust A Fund with those of the corresponding Trust C Fund;
2. The cost savings that potentially may be achieved by collapsing
the Hub and Spoke(R) structure into a single, multi-class mutual fund
structure through the elimination of duplicate expenses;
11
<PAGE> 20
3. The reduced expense ratio that potentially may result from the
Reorganization;
4. The likelihood that a simplified structure would be more
attractive to prospective investors, and the greater likelihood of asset
growth as a result of such more attractive structure;
5. The tax-free nature of the Reorganization; and
6. Alternative options to the Reorganization.
There are certain duplicate costs associated with maintaining the Hub and
Spoke(R) structure, which requires maintaining three separate investment
companies. Among others, these include SEC and state registration fees
associated with three separate entities, franchise and qualification fees
associated with three separate business entities, three separate audit fees, and
legal costs associated with maintaining three separate business entities. In
addition, the Board of Trustees believes that a simplified multi-class structure
will make investment in each Trust A Fund's Class A and Class C shares more
attractive to investors, and will increase the opportunity of future asset
growth. Any such asset growth potentially will enable the shareholders of Trust
A (including those that were formerly shareholders of each Trust C Fund) to
obtain economies of scale by spreading certain expenses over a larger asset base
and by potentially reaching asset breakpoints in the rate of investment advisory
or other fees. There can be no assurance, however, that such asset growth,
economies of scale or a lower overall expense ratio will be attained.
DESCRIPTION OF SHARES OF CLASS C SHARES OF EACH TRUST A FUND
For a description of shares of each Trust C Fund, refer to the Trust C
Funds' Prospectus.
Trust A consists of an unlimited number of shares of beneficial interest,
par value $0.001 per share. The shares of Trust A presently are divided into
eight series, including the Trust A Funds. Presently, each Trust A Fund consists
of a single class of shares. However, Trust A's Board of Trustees has adopted
resolutions and a related operating plan that, effective at the Effective Time,
will: (a) redesignate (without affecting the rights and privileges) shares of
each Trust A Fund (including each share outstanding as of the Effective Time) as
Class A shares; and (b) designate a new Class of shares of each Trust A Fund as
Class C shares. The Board of Trustees of Trust A may authorize the issuance of
additional series of shares (funds), and/or additional classes within any such
series.
Each share of each series of Trust A (including each share of each Class of
each Trust A Fund) is entitled to one vote on each matter presented to
shareholders of that series. For matters that affect all Classes of a Trust A
Fund's shares similarly (such as election of trustees or ratification of
accountants), holders of the separate Classes of shares will vote together. On
matters that affect the rights and privileges appertaining to the shares of one
Class differently from the rights and privileges appertaining to another Class,
the shareholders of each Class will vote separately and, in order to be approved
with respect to the affected Class, the requisite approval must be obtained from
the holders of shares within that Class. Shares have no preemptive, subscription
or conversion rights and are freely transferable. Shares can be issued as full
shares or fractions of shares. A fraction of a share has the same kind of rights
and privileges within the Class as full shares in that Class. Shares do not have
cumulative voting rights.
Each share of each Trust A Fund (including all Classes) is entitled to
participate pro rata in any dividends or other distributions declared by the
Board of Trust A with respect to that Trust A Fund, and all shares of a Trust A
Fund have equal rights in the event of a liquidation of such Trust A Fund.
Shares of all Classes of each Trust A Fund are redeemable at net asset value, at
the option of the shareholder. Income realized and expenses incurred by a Trust
A Fund will be allocated equally among such Trust A Fund's outstanding shares,
without regard to Class, except where an expense item is unique to a particular
Class. For example, Class C shares will be assessed a higher distribution fee
under Trust A's Rule 12b-1 Distribution Plan, than will Class A shares.
Class C shares of each Trust A Fund will bear a proportionate share of
payments made under a distribution and service plan, and will carry a contingent
deferred sales charge of 1.00% applicable to
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<PAGE> 21
redemptions of shares made within one year after the date of their purchase, all
in the same manner as is currently the case with regard to shares of each Trust
C Fund.
As a Massachusetts business trust organized on March 11, 1994, Trust A is
not required to hold annual shareholder meetings unless required by law or
deemed appropriate by the Board of Trustees. However, special meetings may be
called for purposes such as electing or removing Trustees, changing fundamental
investment policies or approving an investment advisory contract. On matters
affecting an individual series (including each Trust A Fund), such as approval
of advisory or sub-advisory contracts and changes in fundamental investment
policies of that series, a separate vote of the shares of that series is
required. Shares of a series are not entitled to vote on any matter not
affecting that series. All shares of each series vote together in the election
of Trustees.
TAX CONSIDERATIONS
It is a condition to the consummation of the Reorganization that each of
Trust C and Trust A must receive an opinion from Frost & Jacobs LLP, counsel to
Trust C and Trust A, to the effect that, with respect to the Reorganization as
it affects each Trust C Fund or each Trust A Fund, as the case may be: (i) the
Reorganization will constitute a reorganization within the meaning of Section
368(a)(1)(C) of the Code; (ii) no gain or loss will be recognized by any of the
Trust C Funds or Trust A Funds upon the transfer of assets of each Trust C Fund
in exchange for Class C shares of the corresponding Trust A Fund; (iii) no gain
or loss will be recognized by shareholders of any Trust C Fund upon liquidation
of such Trust C Fund and the distribution of Class C shares of the corresponding
Trust A Fund constructively in exchange for shares of each Trust C Fund; (iv)
each Trust A Fund's basis in the assets of the corresponding Trust C Fund
received pursuant to the Reorganization will be the same as the basis of those
assets in the hands of the Trust C Fund immediately prior to the exchange, and
the holding period of those assets in the hands of the Trust A Fund will include
the holding period of each Trust C Fund; (v) the basis of Class C shares of a
Trust A Fund received by each shareholder of the corresponding Trust C Fund
pursuant to the Reorganization will be the same as the shareholder's basis in
shares of the Trust C Fund held by such shareholder immediately prior to the
exchange; and (vi) the holding period of Class C shares of each Trust A Fund
received by each shareholder of the corresponding Trust C Fund pursuant to the
Reorganization will include the shareholder's holding period of shares of the
Trust C Fund held immediately prior to the exchange, provided that the latter
shares were held as capital assets on the date of the Reorganization.
Nor will the withdrawal by Trust A or Trust C of their respective assets
from the Hub Portfolios result in any adverse tax consequences to any Trust C
Fund or its shareholders. When Trust A and Trust C withdraw their respective
assets from the Hub Portfolios, each Hub Portfolio will effect the withdrawals
as redemptions in kind of each Trust C Fund's and each Trust A Fund's ownership
interests in the Hub Portfolio. The Hub Portfolios' disposition of the portfolio
securities in effectuating such redemptions in kind will result in the Hub
Portfolios realizing previously unrealized capital gains or losses (if any)
associated with such portfolio securities. Such capital gains and losses will be
allocated to each Trust C Fund and each Trust A Fund in proportion to their
ownership interests in the Hub Portfolio.
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<PAGE> 22
CAPITALIZATION
The following tables shows the capitalization of each Trust C Fund as of
June 30, 1998, and the pro forma capitalization attributable to Class C shares
of each Trust A Fund as of that date, giving effect to the Reorganization.
EACH TRUST C FUND
<TABLE>
<CAPTION>
VALUE EMERGING INTERNATIONAL GROWTH & INCOME
PLUS GROWTH EQUITY INCOME BALANCED OPPORTUNITY BOND
FUND FUND FUND FUND FUND FUND FUND
------- -------- ------------- -------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Assets (in thousands)... $ $ $ $ $ $ $
Net Asset Value Per Share... $ $ $ $ $ $ $
Shares Outstanding (in
thousands)................
</TABLE>
CLASS C SHARES OF EACH TRUST A FUND
<TABLE>
<CAPTION>
VALUE EMERGING INTERNATIONAL GROWTH & INCOME
PLUS GROWTH EQUITY INCOME BALANCED OPPORTUNITY BOND
FUND FUND FUND FUND FUND FUND FUND
------- -------- ------------- -------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Assets (in thousands)... $ $ $ $ $ $ $
Net Asset Value Per Share... $ $ $ $ $ $ $
Shares Outstanding (in
thousands)................
</TABLE>
MISCELLANEOUS
PRINCIPAL SHAREHOLDERS
As of the Record Date, the following shareholders owned of record or, to
the knowledge of management, beneficially owned more than 5% of the outstanding
shares of each Trust C Fund:
[TO COME]
After the Reorganization, these shareholders will own a percentage of the
Class C Shares of the corresponding Trust A Fund equal to the percentage of the
Trust C Fund shares owned by such shareholder immediately prior to the
Reorganization.
To the knowledge of management, no other person owns of record or
beneficially 5% or more of the outstanding securities of any Trust C Fund as of
the Record Date. The Trustees and officers of Trust C as a group owned less than
1% of the outstanding securities of each Trust C Fund as of the Record Date.
INTERESTS OF EXPERTS AND COUNSEL
No expert or counsel named herein has a substantial interest in Trust C,
Trust A, any Trust C Fund or any Trust A Fund, nor does any such expert or
counsel have any substantial interest in the Reorganization or any other
transaction described in this Proxy Statement/Prospectus.
COSTS OF SOLICITATION
In addition to this solicitation of proxies by use of the mails, proxies
may be solicited by officers of Trust C and by officers and employees of the
Advisor or its affiliates, personally or by telephone, without special
compensation.
To more efficiently handle this proxy solicitation, the Advisor has hired
to act as a proxy solicitor at a cost of approximately
$ . They might be calling you during the solicitation process to answer
your questions or concerns about the voting process and to assist you with your
vote.
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<PAGE> 23
The cost of preparing and mailing proxy materials, of the Special Meeting,
and of soliciting proxies will be borne by the Advisor and/or its affiliates as
described under the section of this Proxy Statement/Prospectus captioned "The
Proposed Reorganization -- Plan of Reorganization and Liquidation."
SHAREHOLDER MEETINGS
Shareholders who wish to present a proposal for action at the next meeting
or suggestions as to nominees for the Board of Trustees should submit the
proposal or suggestions to Trust C.
SHAREHOLDER INQUIRIES
In addition to the Class C shares, each Trust A Fund also will offer shares
of its Class A shares to the public. Class A shares of each Trust A Fund will
have a different distribution system and expense structure than Class C shares,
and accordingly performance of the Class A shares will vary from that of the
Class C shares. Holders of Class C shares of a Trust A Fund who would like to
obtain information regarding Class A shares, or who have any other questions or
inquiries regarding their investment, should direct their questions and
inquiries to Trust A.
15
<PAGE> 24
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
This Agreement and Plan of Reorganization and Liquidation (the "Plan") is
made as of this day of , 1998, by and between Select Advisors
Trust A ("Trust A") on behalf of the seven of its eight separate portfolios
which are the subject of this Plan and are set forth below (hereinafter,
collectively the "Acquiring Funds" or individually an "Acquiring Fund"), and
Select Advisors Trust C ("Trust C") on behalf of all seven of its separate
portfolios of securities, all of which are the subject of this Plan and are set
forth below (hereinafter, collectively the "Acquired Funds" or individually an
"Acquired Fund").
This Plan governs the proposed issuance of shares of each Acquiring Fund in
exchange for all of the assets and liabilities of the specific Acquired Fund set
forth opposite the name of that Acquiring Fund in the table below.
<TABLE>
<CAPTION>
ACQUIRING FUNDS OF TRUST A ACQUIRED FUNDS OF TRUST C
-------------------------- -------------------------
<S> <C>
Touchstone Emerging Growth Fund A Touchstone Emerging Growth Fund C
Touchstone International Equity Fund A Touchstone International Equity Fund C
Touchstone Income Opportunity Fund A Touchstone Income Opportunity Fund C
Touchstone Value Plus Fund A Touchstone Value Plus Fund C
Touchstone Growth & Income Fund A Touchstone Growth & Income Fund C
Touchstone Balanced Fund A Touchstone Balanced Fund C
Touchstone Bond Fund A Touchstone Bond Fund C
</TABLE>
This Plan is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368(a)(1)(C) of the Internal Revenue
Code of 1986, as amended (the "Code"). A reorganization (each a
"Reorganization") will comprise the transfer of all of the assets of an Acquired
Fund to the corresponding Acquiring Fund in exchange solely for such
corresponding Acquiring Fund's Class C shares and the assumption by the
Acquiring Fund of certain liabilities of the corresponding Acquired Fund, and
the constructive distribution after the Closing Date (as hereinafter defined) of
such Class C shares to the shareholders of the corresponding Acquired Fund in
liquidation of the Acquired Fund, all upon the terms and conditions hereinafter
set forth in this Plan.
WHEREAS, Trust A and Trust C are each (a) a Massachusetts business Trust
duly organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts, and (b) registered as an open-end series
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and each Acquired Fund owns securities which generally are assets
of the character in which the corresponding Acquiring Fund is permitted to
invest; and
WHEREAS, effective as of the Closing Date, the shares of beneficial
interest of each Acquiring Fund will be divided into three separate classes,
designated as Class A shares of beneficial interest ("Class A"), Class C shares
of beneficial interest ("Class C") and Class Y shares of beneficial interest
("Class Y"); and
WHEREAS, the Board of Trustees of Trust C has determined that the exchange
of all of the assets of each Acquired Fund for Class C shares of the
corresponding Acquiring Fund and the assumption of the liabilities of such
Acquired Fund by the corresponding Acquiring Fund is in the best interests of
each Acquired Fund's Shareholders (as defined below) and that the interests of
the existing shareholders of each Acquired Fund will not be diluted as a result
of this transaction; and
WHEREAS, the execution, delivery and performance of this Plan will have
been duly authorized prior to the Closing Date by all necessary corporate action
on the part of Trust A and Trust C, respectively, and this Plan constitutes a
valid and binding obligation of each of the parties hereto enforceable in
accordance with its terms, subject to the requisite approval of the shareholders
of each Acquired Fund.
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<PAGE> 25
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. REDESIGNATION OF PRESENTLY OUTSTANDING SHARES OF EACH ACQUIRING FUND AS
SHARES OF SUCH ACQUIRING FUND'S CLASS A SHARES
1.1 Redesignation. Effective as of the "Effective Time" (as defined in
Article 4 of this Plan), each share of each Acquiring Fund's presently
designated single class of shares then issued and outstanding automatically will
be redesignated (without otherwise affecting the rights and privileges
appertaining thereto) as a share of each Acquiring Fund's Class A shares without
any action on the part of the holder thereof, and will represent a pro rata
interest (taken together with outstanding shares of each Acquiring Fund's Class
C and Class Y shares without regard to Class) in the assets and liabilities of
each Acquiring Fund. Notwithstanding this change in designation, the rights and
privileges of outstanding shares of each Acquiring Fund's presently-designated
single class of shares will remain the same.
1.2 Transfer Agent's Records. Ownership of shares of each Acquiring
Fund's Class A shares will be shown on the books of Trust A's transfer agent.
Shares of each Acquiring Fund's Class A shares will be issued in the manner
described in the then-effective Prospectus and Statement of Additional
Information of Trust A relating to the Class A shares of each Acquiring Fund.
2. TRANSFER OF ASSETS AND LIABILITIES OF EACH ACQUIRED FUND TO THE
CORRESPONDING ACQUIRING FUND IN EXCHANGE FOR SUCH CORRESPONDING ACQUIRING
FUND'S CLASS C SHARES; LIQUIDATION OF THE ACQUIRED FUNDS
2.1 Transfer and Exchange of Assets for Shares. Subject to the requisite
approval of the shareholders of each Acquired Fund and to the other terms and
conditions set forth herein and on the basis of the representations and
warranties contained herein, each of the Touchstone Emerging Growth Fund C,
Touchstone International Equity Fund C, Touchstone Income Opportunity Fund C,
Touchstone Value Plus Fund C, Touchstone Growth & Income Fund C, Touchstone
Balanced Fund C and Touchstone Bond Fund C series of Trust C shall transfer to
each of Touchstone International Equity Fund A, Touchstone Income Opportunity
Fund A, Touchstone Value Plus Fund A, Touchstone Growth & Income Fund A,
Touchstone Balanced Fund A and Touchstone Bond Fund A series of Trust A,
respectively, and each of Touchstone Emerging Growth Fund A, Touchstone
International Equity Fund A, Touchstone Income Opportunity Fund A, Touchstone
Value Plus Fund A, Touchstone Growth & Income Fund A, Touchstone Balanced Fund A
and Touchstone Bond Fund A series of Trust A shall acquire from each of the
Touchstone Emerging Growth Fund C, Touchstone International Equity Fund C,
Touchstone Income Opportunity Fund C, Touchstone Value Plus Fund C, Touchstone
Growth & Income Fund C, Touchstone Balanced Fund C and Touchstone Bond Fund C
series of Trust C, respectively, as of the Closing Date, all of the Assets (as
hereinafter defined) (i) of the Touchstone Emerging Growth Fund C in exchange
for that number of Class C shares of Touchstone Emerging Growth Fund A
determined in accordance with paragraph 3.2 hereof, and the assumption by
Touchstone Emerging Growth Fund A of the Liabilities (as hereinafter defined) of
the Touchstone Emerging Growth Fund C, (ii) of the Touchstone International
Equity Fund C in exchange for that number of Class C shares of Touchstone
International Equity Fund A determined in accordance with paragraph 3.2 hereof,
and the assumption by Touchstone International Equity Fund A of the Liabilities
of the Touchstone International Equity Fund C, (iii) of the Touchstone Income
Opportunity Fund C in exchange for that number of Class C shares of Touchstone
Income Opportunity Fund A determined in accordance with paragraph 3.2 hereof,
and the assumption by Touchstone Income Opportunity Fund A of the Liabilities of
the Touchstone Income Opportunity Fund C, (iv) of the Touchstone Value Plus Fund
C in exchange for that number of Class C shares of Touchstone Value Plus Fund A
determined in accordance with paragraph 3.2 hereof, and the assumption by
Touchstone Value Plus Fund A of the Liabilities of the Touchstone Value Plus
Fund C, (v) of the Touchstone Growth & Income Fund C in exchange for that number
of Class C shares of Touchstone Growth & Income Fund A determined in accordance
with paragraph 3.2 hereof, and the assumption by Touchstone Growth & Income Fund
A of the Liabilities of the Touchstone Growth & Income Fund C, (vi) of the
Touchstone Balanced Fund C in exchange for that number of Class C shares of
Touchstone Balanced Fund A determined in accordance with paragraph 3.2 hereof,
and the assumption by
17
<PAGE> 26
Touchstone Balanced Fund A of the Liabilities of the Touchstone Balanced Fund C,
and (vii) of the Touchstone Bond Fund C in exchange for that number of Class C
shares of Touchstone Bond Fund A determined in accordance with paragraph 3.2
hereof, and the assumption by Touchstone Bond Fund A of the Liabilities of the
Touchstone Bond Fund C. Such transactions shall take place at the closing
provided for in Article 4 of this Plan (the "Closing").
Trust C will (i) pay or cause to be paid to Trust A any interest received
on or after the Closing Date with respect to the Assets of each Acquired Fund
and (ii) transfer to Trust A any distributions, rights, stock dividends or other
property received by Trust C after the Closing Date as distributions on or with
respect to the Assets of each Acquired Fund. Any such interest, distributions,
rights, stock dividends or other property so paid or transferred or received
directly by Trust A shall be allocated by Trust A to the account of the
Acquiring Fund that acquired the Assets to which such property relates.
2.2 Description of Assets to be Acquired. The assets of each Acquired
Fund to be acquired by each Acquiring Fund shall consist of all property,
including without limitation, all cash, cash equivalents, securities,
commodities and futures interests, receivables (including interest or dividends
receivable), any claims or rights of action or rights to register shares under
applicable securities laws, and other property owned by each Acquired Fund and
any deferred or prepaid expenses shown as an asset on the books of each Acquired
Fund at the Effective Time (the "Assets").
2.3 Liabilities to be Assumed. Each Acquiring Fund shall assume from the
corresponding Acquired Fund all liabilities, expenses, costs, charges and
reserves of such Acquired Fund of whatever kind or nature, whether absolute,
accrued, contingent or otherwise, whether or not arising in the ordinary course
of business, whether or not determinable as of the Effective Time and whether or
not specifically referred to in this Plan; provided, however, that it is
understood and agreed by the parties hereto that each Acquired Fund will utilize
its best efforts to discharge all of its known debts, liabilities, obligations
and duties prior to the Effective Time. Any such liabilities and obligations of
an Acquired Fund assumed by an Acquiring Fund shall be allocated to the shares
of such Acquiring Fund's Class C shares issued to each Acquired Fund pursuant to
this Plan.
2.4 Liquidation of Each Acquired Fund. As provided in Section 4.3 of this
Plan, as soon after the Closing Date as is conveniently practicable (the
"Liquidation Date"), Trust C will effect the termination and liquidation of each
Acquired Fund in the manner provided in its Declaration of Trust and in
accordance with applicable law. On the Closing Date, each Acquired Fund will
distribute pro rata to its shareholders of record, determined as of the close of
business on the Valuation Date (the "Acquired Fund's Shareholders"), each
Acquiring Fund's Class C shares received by such Acquired Fund pursuant to
Section 2.1 in exchange for each such shareholder's interest in each Acquired
Fund evidenced by such shareholder's shares of beneficial interest in each
Acquired Fund. Such liquidation and distribution will be accomplished by opening
accounts on the books of each Acquiring Fund in the names of each Acquired
Fund's Shareholders and transferring the shares credited to the account of each
Acquired Fund on the books of the corresponding Acquiring Fund. Each account
opened shall represent the respective pro rata number of shares of each
Acquiring Fund's Class C shares due each Acquired Fund Shareholder. Fractional
shares of each Acquiring Fund's Class C shares shall be rounded to the nearest
thousandth of one share. All issued and outstanding shares of each Acquired Fund
shall simultaneously be canceled on the books of the Acquired Fund.
2.5 No Issuance of Certificates. None of the Acquiring Funds will issue
certificates representing its Class C shares issued in connection with the
exchange described in paragraph 2.1 hereof.
2.6 Transfer Agent's Records. Ownership of each Acquiring Fund's Class C
shares will be shown on the books of Trust A's transfer agent. Each Acquiring
Fund's Class C shares will be issued in the manner described in the
then-effective Prospectus and Statement of Additional Information of Trust A
relating to the Class C shares of each Acquiring Fund.
2.7 Transfer Taxes. Any transfer taxes payable upon the issuance of
shares of each Acquiring Fund's Class C shares in a name other than the
registered holder of the shares on the books of each Acquired Fund as of the
time of issuance shall be paid by the person to whom such shares are to be
issued as a condition of such transfer.
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<PAGE> 27
2.8 Reporting Responsibilities of each Acquired Fund. Any reporting
obligations relating to an Acquired Fund are and shall remain the responsibility
of Trust C up to and including the Closing Date and such later date on which
each Acquired Fund is liquidated and Trust C is dissolved.
2.9 Operating Plan. From and after the Closing Date, the rights and
privileges of the Class A, Class C and Class Y shares shall be determined under
the provisions of Massachusetts law, Trust A's Declaration of Trust, as amended
from time to time, Trust A's Bylaws and the operating plan adopted by Trust A's
Board of Trustees which establishes policies and procedures for allocating
income and expenses between each Acquiring Fund's Class A shares, Class C shares
and Class Y shares, which further defines the relative voting rights of the
Classes and which otherwise delineates the relative rights, privileges and
liabilities of shares of the Classes.
3. VALUATION
3.1 Net Asset Value of each Acquired Fund. The value of the net assets to
be acquired by each Acquiring Fund hereunder shall be the value of the Assets of
the corresponding Acquired Fund, less the Liabilities of such Acquired Fund, and
shall be computed at the time and in the manner set forth in Trust A's
then-current Prospectus and Statement of Additional Information on December 31,
1998 (such time and date being hereinafter called the "Valuation Date").
3.2 Exchange Ratio. The number of shares of each Acquiring Fund's Class C
shares to be issued (including fractional shares, if any) in exchange for the
Assets of each Acquired Fund and the assumption of its Liabilities shall be
equivalent to the number of shares of the Acquired Fund outstanding as of the
close of business on the Valuation Date.
3.3 Documentation. All computations of value shall be made by Investors
Bank & Trust Company, in accordance with its regular practice as pricing agent
for Trust A. In addition, Trust C shall furnish to Trust A within 60 days of the
Closing Date a statement of each Acquired Fund's assets and liabilities as of
the Effective Time, which statement shall be prepared in accordance with
generally accepted accounting principles consistently applied and shall be
certified by the Treasurer of Trust C. In addition, Trust C shall supply to
Trust A, in such form as is reasonably satisfactory to Trust A, a statement of
earnings and profits of each Acquired Fund for federal income tax purposes which
may be carried over to each Acquiring Fund's Class C shares as a result of
Section 381 of the Code. This statement shall be provided within 180 days of the
Closing Date.
4. CLOSING AND CLOSING DATE
4.1 Establishment of Closing Date; Description of Closing. The "Closing
Date" shall be the next full business day following the Valuation Date (December
31, 1998), or such later date as the parties may agree in writing. All acts
taking place at the Closing shall be deemed to take place simultaneously as of
the close of business on the last business day immediately preceding the Closing
(the "Effective Time"), unless otherwise provided. The Closing shall be held on
the Closing Date at 9:00 a.m., Central Time, at the principal offices of Frost &
Jacobs LLP, or such other time and/or place as the parties may agree.
4.2 Deliveries by Transfer Agent. Investors Bank & Trust Company, as
custodian for Trust C and for each portfolio of Select Advisors Portfolios,
shall deliver at the Closing a certificate of an authorized officer stating
that: (a) each Acquired Fund's portfolio securities, cash and any other assets
shall have been delivered in proper form to Trust A on the Closing Date; and (b)
all necessary taxes, including all applicable federal and state stock transfer
stamps, if any, shall have been paid, or provision for payment shall have been
made, in connection with the delivery of portfolio securities.
4.3 Closing of New York Stock Exchange. In the event that on the
Valuation Date: (a) the New York Stock Exchange is closed to trading or trading
thereon is restricted; or (b) trading or the reporting of trading on said
Exchange or elsewhere is disrupted so that accurate appraisal of the value of
the total net assets of each Acquired Fund is impracticable, then the Closing
Date shall be postponed until the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored.
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<PAGE> 28
4.4 List of each Acquired Fund's Shareholders. Trust C shall deliver at
the Closing a list of names and addresses of the shareholders of each Acquired
Fund and the number and percentage ownership of outstanding shares owned by each
such shareholder, all as of the Effective Time, certified by the Secretary or
Assistant Secretary of Trust C. Trust A shall issue and deliver to said
Secretary or Assistant Secretary of Trust C a confirmation evidencing each
Acquiring Fund's Class C shares to be credited to the corresponding Acquired
Fund on the [Liquidation Date], or provide other evidence satisfactory to Trust
C that such Acquiring Fund's Class C shares have been credited to the account of
the corresponding Acquired Fund on the records of Trust A's transfer agent
maintained with respect to each Acquiring Fund's Class C shares. At the Closing,
each party shall deliver to the other such bills of sale, checks, assignments,
share certificates, receipts or other transfer documents as such other party may
reasonably request.
5. REPRESENTATIONS AND WARRANTIES.
5.1 Trust C, on behalf of each Acquired Fund, represents and warrants to
Trust A, on behalf of each Acquiring Fund, as follows:
(a) Trust C is a voluntary association with transferable shares of the
type commonly referred to as a Massachusetts business trust, duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) Trust C is registered as an investment company classified as a
management company of the open-end type and its registration with the
Securities and Exchange Commission (the "Commission") as an investment
company under the 1940 Act, is in full force and effect;
(c) The current prospectus and statement of additional information of
Trust C relating to the Acquired Funds conform in all material respects to
the applicable requirements of the Securities Act of 1933, as amended (the
"1933 Act"), and the 1940 Act and the rules and regulations of the
Commission thereunder and do not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;
(d) Trust C is not, and the execution, delivery and performance of
this Agreement will not result, in a material violation of its Declaration
of Trust or By-Laws, as each may have been amended to the date hereof, or
of any agreement, indenture, instrument, contract, lease or other
undertaking to which Trust C is a party or by which it is bound;
(e) Trust C has no material contracts or other commitments (other than
this Agreement) which, if terminated prior to the Closing Date, would
result in an additional liability of any of the Acquired Funds;
(f) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its
knowledge threatened against Trust C or any Acquired Fund or any of their
respective properties or assets which, if adversely determined, would
materially and adversely affect their financial condition or the conduct of
their business. Trust C knows of no facts which might form the basis for
the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially or adversely affects its business or its ability to
consummate the transactions herein contemplated;
(g) At the Closing Date, all federal and other tax returns and reports
of the Acquired Funds required by law to have been filed by such date shall
have been filed, and all federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof and,
to the best of Trust C's knowledge, no such return is currently under audit
and no assessment has been asserted with respect to such returns;
(h) For each fiscal year of its operation, each of the Acquired Funds
has (i) met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company and (ii) been treated as a
separate corporation for federal income tax purposes pursuant to section
851(h) of
20
<PAGE> 29
the Code, and each of the Acquired Funds intends to be so treated as a
separate corporation and meet such qualification requirements for its
current taxable year;
(i) All issued and outstanding shares of each Acquired Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable with no personal liability attaching to the
ownership thereof (recognizing that, under Massachusetts law, each Acquired
Fund's Shareholders could, under certain circumstances, be held personally
liable for obligations of the respective Acquired Fund);
(j) At the Closing Date, Trust C, on behalf of the Acquired Funds,
will have good and marketable title to the Assets to be transferred to the
Acquiring Funds pursuant hereto and full right, power and authority to
sell, assign, transfer and deliver such Assets hereunder and, upon delivery
and payment for such Assets, the Acquiring Funds will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act,
other than as disclosed to the Acquiring Funds;
(k) The execution, delivery and performance of this Agreement have
been duly authorized as of the date hereof by all necessary action on the
part of Trust C's Board of Trustees, and on the date hereof and on the
Closing Date this Agreement will constitute a valid and binding obligation
of Trust C on behalf of each respective Acquired Fund enforceable against
Trust C in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general principles of equity;
(l) On the Closing Date, the performance of this Agreement shall have
been duly authorized by all necessary action by the shareholders of each
Acquired Fund.
5.2 Trust A, on behalf of each Acquiring Fund, represents and warrants to
Trust C, on behalf of each Acquired Fund, as follows:
(a) Trust A is a voluntary association with transferable shares of the
type commonly referred to as a Massachusetts business trust, duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) Trust A is registered as an investment company classified as a
management company of the open-end type and its registration with the
Commission as an investment company under the 1940 Act, is in full force
and effect;
(c) The current prospectus and statement of additional information of
Trust A relating to the Acquiring Funds conform in all material respects to
the applicable requirements of the 1933 Act and the 1940 Act and the rules
and regulations of the Commission thereunder and do not include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
(d) Trust A is not, and the execution, delivery and performance of
this Agreement will not result, in a material violation of its Declaration
of Trust or By-Laws, as each may have been amended to the date hereof, or
of any agreement, indenture, instrument, contract, lease or other
undertaking to which Trust A is a party or by which it is bound;
(e) Trust A has no material contracts or other commitments (other than
this Agreement) which, if terminated prior to the Closing Date, would
result in an additional liability of any of the Acquiring Funds;
(f) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its
knowledge threatened against Trust A or any Acquiring Fund or any of their
respective properties or assets which, if adversely determined, would
materially and adversely affect their financial condition or the conduct of
their business. Trust A knows of no facts which might form the basis for
the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially or adversely affects its business or its ability to
consummate the transactions herein contemplated;
21
<PAGE> 30
(g) At the Closing Date, all federal and other tax returns and reports
of the Acquiring Funds required by law to have been filed by such date
shall have been filed, and all federal and other taxes shall have been paid
so far as due, or provision shall have been made for the payment thereof
and, to the best of Trust A's knowledge, no such return is currently under
audit and no assessment has been asserted with respect to such returns;
(h) For each fiscal year of its operation, each of the Acquiring Funds
has (i) met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company and (ii) been treated as a
separate corporation for federal income tax purposes pursuant to section
851(h) of the Code, and each of the Acquiring Funds intends to be so
treated as a separate corporation and meet such qualification requirements
for its current taxable year;
(i) All issued and outstanding shares of each Acquiring Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable with no personal liability attaching to the
ownership thereof (recognizing that, under Massachusetts law, each Acquired
Fund's Shareholders could, under certain circumstances, be held personally
liable for obligations of the respective Acquiring Fund);
(k) The execution, delivery and performance of this Agreement have
been duly authorized as of the date hereof by all necessary action on the
part of Trust A's Board of Trustees, and on the date hereof and on the
Closing Date this Agreement will constitute a valid and binding obligation
of Trust A on behalf of each respective Acquiring Fund enforceable against
Trust A in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general principles of equity.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES
The obligations of Trust A hereunder and the obligations of Trust C
hereunder are subject to the conditions that on or before the Closing Date:
6.1 Representations and Warranties. All representations and warranties of
each of Trust A and Trust C set forth herein shall be true and correct in all
material respects as of the date hereof and, except as may be affected by the
transactions contemplated by this Plan, as of the Effective Time with the same
force and effect as if made on and as of the Effective Time.
6.2 Approval of Plan by Shareholders of Each Acquired Fund. This Plan and
the transactions contemplated hereby shall have been approved by the requisite
vote of the holders of the outstanding shares of each Acquired Fund in
accordance with the provisions of the law of business trusts of the Commonwealth
of Massachusetts, the provisions of the 1940 Act and the provisions of Trust A's
Declaration of Trust and Bylaws;
6.3 No Adverse Actions. On the Closing Date, no action, suit or other
proceeding shall be pending before any court or governmental agency in which it
is sought to restrain or prohibit or obtain damages or other relief in
connection with this Plan or the transactions contemplated hereby;
6.4 Consents and Approvals. (a) All consents of other parties and all
other consents, orders and permits of federal, state and local regulatory
authorities (including those of the Commission and of state Blue Sky or
securities authorities, including "no-action" positions of such federal or state
authorities) deemed necessary by Trust A or Trust C to permit consummation, in
all material respects, of the transactions contemplated hereby, shall have been
obtained, except where failure to obtain any such consent, order or permit would
not involve a risk of a material adverse effect on the assets or properties of
any Acquired Fund or any Acquiring Fund, provided that either party hereto may
for itself waive any of such conditions; and
(b) The Board of Trustees of Trust A and Trust C shall have approved the
terms of the Reorganization and this Plan and shall have determined that (i)
participation by Trust A and Trust C, respectively, in the Reorganization is in
the best interests of the shareholders of such Trust, (ii) the interests of
existing shareholders of each of Trust A and Trust C, respectively, will not be
diluted as a result of the Reorganization,
22
<PAGE> 31
(iii) the terms of the Reorganization, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on the part of
any person, (iv) the Reorganization is consistent with the policies of Trust A
and Trust C, respectively, as recited in its respective registration statement
and reports filed under the 1940 Act, and (v) the Reorganization is consistent
with the general purposes of the 1940 Act.
6.5 Effectiveness of Registration Statement on Form N-14; No-Action
Relief. A Registration Statement on Form N-14 relating to the shares of each
Acquiring Fund's Class C shares issuable hereunder, including the combined Proxy
Statement of each Acquired Fund and the Prospectus of Trust A (relating to the
shares of each Acquiring Fund's Class C shares issuable pursuant to the terms of
this Plan) constituting a part thereof, shall have become effective under the
1933 Act and no stop order suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act. Additionally, Trust A and Trust C shall have
received a favorable written response to the no-action request originally
submitted to the Office of the Chief Counsel of the Commission's Division of
Investment Management under a letter by Frost & Jacobs LLP of June 25, 1998, as
may be resubmitted (the "No-Action Request"), or the issues raised in the
No-Action Request shall have otherwise been resolved to the mutual satisfaction
of the parties.
6.6 Tax Opinions. Each of Trust A and Trust C shall have obtained an
opinion of Frost & Jacobs LLP, legal counsel to Trust A and Trust C, in form and
substance reasonably satisfactory to their respective Boards, to the effect
that:
(a) The transfer of all of an Acquired Fund's Assets solely in
exchange for the corresponding Acquiring Fund's Class C shares and the
assumption by the Acquiring Fund of the Liabilities of the Acquired Fund,
and the distribution of such Shares to the shareholders of the Acquired
Fund, will constitute a "reorganization" within the meaning of section
368(a)(1)(C) of the Code and the Acquiring Fund and the Acquired Fund are
each a "party to a reorganization" within the meaning of section 368(b) of
the Code;
(b) No gain or loss will be recognized by an Acquired Fund upon the
transfer of the Acquired Fund's Assets to the corresponding Acquiring Fund
in exchange for the Acquiring Fund's Class C shares and the assumption by
the Acquiring Fund of the Liabilities of the Acquired Fund or upon the
distribution (whether actual or constructive) of the Acquiring Fund's Class
C shares to the Acquired Fund's Shareholders in exchange for their shares
of the Acquired Fund;
(c) The tax basis of each Acquired Fund's Assets acquired by an
Acquiring Fund will be the same to the Acquiring Fund as the tax basis of
such Assets to the Acquired Fund immediately prior to the Reorganization,
and the holding period of the Assets of each Acquired Fund in the hands of
the corresponding Acquiring Fund will include the period during which those
assets were held by the Acquired Fund;
(d) No gain or loss will be recognized by an Acquiring Fund upon the
receipt of the Assets of an Acquired Fund solely in exchange for the
Acquiring Fund's Class C shares and the assumption by the Acquiring Fund of
the Liabilities of the Acquired Fund;
(e) No gain or loss will be recognized by shareholders of any Acquired
Fund upon the distribution of the corresponding Acquiring Fund's Class C
shares to such shareholders, provided such shareholders receive solely such
corresponding Acquiring Fund's Class C shares (including fractional shares)
in exchange for their Acquired Fund shares; and
(f) The aggregate tax basis for the Acquiring Fund's Class C shares,
including any fractional shares, received by each shareholder of each
Acquired Fund pursuant to the Reorganization will be the same as the
aggregate tax basis of the Acquired Fund's shares held by such shareholder
immediately prior to the Reorganization, and the holding period of the
Acquiring Fund's Class C shares, including any fractional shares, to be
received by each shareholder of the Acquired Fund will include the period
during which the Acquired Fund's shares exchanged therefor were held by
such shareholder (provided that the Acquired Fund's shares were held as a
capital asset on the date of the Reorganization).
23
<PAGE> 32
7. EXPENSES
The expenses incurred in connection with the entering into and carrying out
the provisions of this Plan will be borne and paid by Touchstone Advisors, Inc.,
and not by each Acquiring Fund or each Acquired Fund.
8. TERMINATION
8.1 Mutual Agreement. This Plan may be terminated by the mutual agreement
of Trust A and Trust C.
8.2 Material Breach. In addition, either Trust A or Trust C may, at its
option, terminate this Plan at or prior to the Closing Date on account of a
material breach by the other of any agreement contained herein to be performed
by such other party at or prior to the Closing Date.
8.3 Failure of Condition Precedent. In addition, either Trust A or Trust
C may, at its option, terminate this Plan at or prior to the Closing Date on
account of a condition herein expressed to be precedent to the obligation of
such party which has not been met and which appears cannot reasonably, or will
not, be met.
8.4 Effects of Termination. In the event of any such termination, there
shall be no liability for damage on the part of Trust A or Trust C or their
respective Trustees or officers.
9. AMENDMENT
This Plan may be amended, modified or supplemented in such manner as may be
mutually agreed upon in writing by the parties hereto; provided, however, that
following the meeting of the shareholders of each Acquired Fund described in
Section 6.2 of this Plan, no such amendment may have the effect of changing the
provisions for determining the number of shares of each Acquiring Fund's Class C
shares to be issued to an Acquired Fund's Shareholders under this Plan to the
detriment of such shareholders without their further approval.
10. MISCELLANEOUS
10.1 Headings. The section headings contained in this Plan will have
reference purposes only and shall not effect in any way the meaning or
interpretation of this Plan.
10.2 Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
24
<PAGE> 33
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan to be
executed on its behalf by its duly authorized officer as of the day and year
first written above.
SELECT ADVISORS TRUST C
(ON BEHALF OF EACH OF ITS SERIES)
By:
------------------------------------
Edward J. Harness, President
SELECT ADVISORS TRUST A
(ON BEHALF OF EACH OF ITS SERIES,
EXCEPT TOUCHSTONE STANDBY INCOME FUND)
By:
------------------------------------
Edward J. Harness, President
TOUCHSTONE ADVISORS, INC.
(SOLELY TO EVIDENCE ITS CONCURRENCE
WITH SECTION 7 HEREOF)
By:
------------------------------------
Edward J. Harness, President
25
<PAGE> 34
STATEMENT OF
ADDITIONAL INFORMATION
OCTOBER 1, 1998
SELECT ADVISORS TRUST C SELECT ADVISORS TRUST A
(Class C Shares of Beneficial Interest)
Touchstone Emerging Growth Fund C Touchstone Emerging Growth Fund A
Touchstone International Equity Fund C Touchstone International Equity Fund A
Touchstone Income Opportunity Fund C Touchstone Income Opportunity Fund A
Touchstone Value Plus Fund C Touchstone Value Plus Fund A
Touchstone Growth & Income Fund C Touchstone Growth & Income Fund A
Touchstone Balanced Fund C Touchstone Balanced Fund A
Touchstone Bond Fund C Touchstone Bond Fund A
PROXY STATEMENT PROSPECTUS
The Proxy Statement/Prospectus, dated October 1, 1998, provides the
basic information investors should know before voting/investing, and may be
obtained upon request and without charge by calling Select Advisors Trust A
("Trust A") at the telephone number listed below. This Reorganization Statement
of Additional Information, which is not a prospectus, is intended to provide
additional information regarding the activities and operations of Trust A and
should be read in conjunction with the Proxy Statement/Prospectus. This
Statement of Additional Information is not an offer of any Fund for which an
investor has not received a Prospectus. Capitalized terms not otherwise defined
in this Statement of Additional Information have the meanings accorded to them
in the Prospectus.
Further information about Select Advisors Trust A ("Trust A") and each
series of Trust A (each a "Trust A Fund") is contained in the Statement of
Additional Information of Trust A, dated May 1, 1998, as supplemented and the
audited financial statements of Trust A contained in its most recent Annual
Report dated December 31, 1997, each of which is incorporated herein by
reference. Further information about Select Advisors Trust C ("Trust C") and
each series of Trust C (each a "Trust C Fund") is contained in the Statement of
Additional Information of Trust C, dated May 1, 1998, as supplemented and the
audited financial statements of Trust C contained in its most recent Annual
Report dated December 31, 1997, each of which is incorporated herein by
reference.
TOUCHSTONE ADVISORS, INC.
INVESTMENT ADVISOR
TOUCHSTONE SECURITIES, INC.
DISTRIBUTOR
311 Pike Street Cincinnati, Ohio (800) 669-2796
2
<PAGE> 35
FINANCIAL STATEMENTS
The pro forma combined statements of assets and liabilities reflects
the financial position of each Trust A Fund at December 31, 1997 as though the
Reorganization occurred as of that date. The pro forma combined statement of
operations reflects the results of operations of Trust A and Trust C for the
period ended December 31, 1997 as though the Reorganization occurred at the
beginning of the period presented.
3
<PAGE> 36
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Under Article V, Section 5.3 of the Trust's Declaration of Trust, (a) subject to
the exceptions and limitations contained in paragraph (b) below: (i) every
person who is or has been a Trustee or officer of the Trust shall be indemnified
by the Trust, to the fullest extent permitted by law (including the 1940 Act) as
currently in effect or as hereinafter amended, against all liability and against
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof; (ii) the words "claim",
"action", "suit", or "proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other, including appeals),
actual or threatened; and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities. (b) No indemnification shall
be provided hereunder to a Trustee or officer: (i) against any liability to the
Trust or the Shareholders by reason of a final adjudication by the court or
other body before which the proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office; (ii) with respect to any matter as to
which he shall have been finally adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interest of the Trust; or
(iii) in the event of a settlement involving a payment by a Trustee or officer
or other disposition not involving a final adjudication as provided in paragraph
(b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless
there has been either a determination that such Trustee or officer did not
engage in willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office by the court or other body
approving the settlement or other disposition or by a reasonable determination,
based upon a review of readily available facts (as opposed to a full trial-type
inquiry) that he did not engage in such conduct: (A) by a vote of a majority of
the Disinterested Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or (B) by written
opinion of independent legal counsel. (c) Subject to the provisions of the 1940
Act, the Trust may maintain insurance for the protection of the Trust Property,
its present or former Shareholders, Trustees, officers, employees, independent
contractors and agents in such amount as the Trustees shall deem adequate to
cover possible tort liability (whether or not the Trust would have the power to
indemnify such Persons against such liability), and such other insurance as the
Trustees in their sole judgment shall deem advisable. (d) The rights of
indemnification herein provided shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a Person who has ceased to be such a Trustee or officer and shall
inure to the benefit of the heirs, executors and administrators of such Person.
Nothing contained herein shall affect any rights to indemnification to which
personnel other than Trustees and officers may be entitled by contract or
otherwise under law. (e) Expenses of preparation and presentation of a defense
to any claim, action, suit, or proceeding of the character described in
paragraph (a) of this Section 5.3 shall be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 5.3, provided that either: (i)
such undertaking is secured by a surety bond or some other appropriate security
or the
4
<PAGE> 37
Trust shall be insured against losses arising out of any such advances; or (ii)
a majority of the Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the matter) or an
independent legal counsel in a written opinion, shall determine, based upon a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the recipient ultimately will be found
entitled to indemnification. As used in this Section 5.3 a "Disinterested
Trustee" is one (i) who is not an "Interested Person" of the Trust (including
anyone who has been exempted from being an "Interested Person" by any rule,
regulation or order of the Commission), and (ii) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or had been pending. As used in this
Section 5.3, the term "independent legal counsel" means an attorney who is
independent in all respects from the Trust and from the person or persons who
seek indemnification hereunder and in any event means an attorney who has not
been retained by or performed services for the Trust or any person to be so
indemnified within the five years prior to the Initial request for
indemnification pursuant hereto.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act"), may be permitted to Trustees, officers and
controlling persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
ITEM 16 EXHIBITS:
(1A) Amended Declaration of Trust of the Trust.(1)
(1B) Amendment to Amended Declaration of Trust of the Trust.(2)
(2) Amended By-Laws of the Trust.(1)
(3) Inapplicable.
(4) Agreement and Plan of Reorganization and Liquidation.(5)
(5) Inapplicable
(6A) Investment Advisory Agreement with respect to Touchstone Standby Income
Fund.(1)
(6B) Portfolio Advisory Agreement with respect to Touchstone Standby Income
Fund.(1)
5
<PAGE> 38
(7) Distribution Agreement.(4)
(8) Inapplicable.
(9) Custody Agreement.(4)
(10) Distribution and Service Plan pursuant to Rule 12b-l under the
Investment Company Act of 1940, as amended.(4)
(11) Opinion and consent of counsel as to legality.(6)
(12) Opinion and consent of counsel as to tax matters.(6)
(13) Inapplicable.
(14) Inapplicable.
(15) Inapplicable.
(16) Inapplicable.
(17A) Form of Proxy Card.(5)
(17B) Registrant's Registration Statement Part A and Part B relating to the
Touchstone Emerging Growth Fund A, Touchstone International Equity Fund
A, Touchstone Income Opportunity Fund A, Touchstone Value Plus Fund A,
Touchstone Growth & Income Fund A, Touchstone Balanced Fund A and
Touchstone Bond Fund A.(3)
(17C) Registration Statement of Select Advisors Trust C ("Trust C") Part A
and Part B relating to the Touchstone Emerging Growth Fund C,
Touchstone International Equity Fund C, Touchstone Income Opportunity
Fund C, Touchstone Value Plus Fund C, Touchstone Growth & Income Fund
C, Touchstone Balanced Fund C and Touchstone Bond Fund C.(3)
(17D) Audited Annual Report of Registrant relating to the Touchstone Emerging
Growth Fund A, Touchstone International Equity Fund A, Touchstone
Income Opportunity Fund A, Touchstone Value Plus Fund A, Touchstone
Growth & Income Fund A, Touchstone Balanced Fund A and Touchstone Bond
Fund A as of December 31, 1997, is incorporated herein by reference to
Registrant's Form N-30D as filed electronically on ________, 1998.
(17E) Unaudited Semi-Annual Report of Registrant relating to the Touchstone
Emerging Growth Fund A, Touchstone International Equity Fund A,
Touchstone Income Opportunity Fund A, Touchstone Value Plus Fund A,
Touchstone Growth & Income Fund A, Touchstone Balanced Fund A and
Touchstone Bond Fund A as of June 30, 1998, is incorporated herein by
reference to Registrant's Form N-30D as filed electronically on
________, 1998.
(17F) Audited Annual Report of Trust C relating to the Touchstone Emerging
Growth Fund C, Touchstone International Equity Fund C, Touchstone
Income Opportunity Fund C, Touchstone Value Plus Fund C, Touchstone
Growth & Income Fund C, Touchstone Balanced Fund C and Touchstone Bond
Fund C as of December 31, 1997, is incorporated herein by reference to
Trust C's Form N-30D as filed electronically on ________, 1998.
(17G) Unaudited Semi-Annual Report of Trust C relating to the Touchstone
Emerging Growth Fund C, Touchstone International Equity Fund C,
Touchstone Income Opportunity Fund C, Touchstone Value Plus Fund C,
Touchstone Growth & Income Fund C, Touchstone Balanced Fund C and
Touchstone Bond Fund
6
<PAGE> 39
C as of June 30, 1998, is incorporated herein by reference to Trust C's
Form N-30D as filed electronically on ________, 1998.
(27) Financial Data Schedules.(5)
1 Incorporated herein by reference from post-effective amendment No. 2 to the
Registration Statement as filed with the SEC on April 29, 1996.
2 Incorporated herein by reference from post-effective amendment No. 5 to the
Registration Statement as filed with the SEC on February 13, 1998.
3 Incorporated herein by reference from post-effective amendment No. 6 to the
Registration Statement as filed with the SEC on April 28, 1998.
4 Incorporated herein by reference from post-effective amendment No. 7 to the
Registration Statement as filed with the SEC on July 30, 1998.
5 Filed herein.
6 To be filed by amendment.
ITEM 17. UNDERTAKINGS
(1) The Undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a
part of this Registration Statement by any person or party who is
deemed to be to be an underwriter within the meaning of Rule 145(c) of
the Securities Act, the reoffering prospectus will contain the
information called for by the applicable registration form for the
reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(2) The Undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
7
<PAGE> 40
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement (the
"Registration Statement") has been signed on behalf of the Registrant by the
undersigned, thereto duly authorized, in the City of Boston and the Commonwealth
of Massachusetts on the 2nd day of August, 1998.
SELECT ADVISORS TRUST A
By: /s/ ANDREW S. JOSEF
Andrew S. Josef, Secretary
As required by the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities indicated on August 2,
1998.
SIGNATURE TITLE
/s/ EDWARD G. HARNESS, JR. Trustee, President, Chief
Edward G. Harness, Jr. Executive Officer and
Chairman of the Board
/s/ WILLIAM J. WILLIAMS Trustee
William J. Williams
/s/ JOSEPH S. STERN, JR. Trustee
Joseph S. Stern, Jr.
/s/ PHILLIP R. COX Trustee
Phillip R. Cox
/s/ DAVID POLLAK Trustee
David Pollak
/s/ ROBERT E. STAUTBERG Trustee
Robert E. Stautberg
/s/ JAMES J. VANCE Treasurer (Principal Financial
James J. Vance Officer and Principal Accounting
Officer)
8
<PAGE> 41
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(4) Agreement and Plan of Reorganization and Liquidation.
(17A) Form of Proxy Card.
9
<PAGE> 1
EXHIBIT 4
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
This Agreement and Plan of Reorganization and Liquidation (the "Plan") is
made as of this day of , 1998, by and between Select Advisors
Trust A ("Trust A") on behalf of the seven of its eight separate portfolios
which are the subject of this Plan and are set forth below (hereinafter,
collectively the "Acquiring Funds" or individually an "Acquiring Fund"), and
Select Advisors Trust C ("Trust C") on behalf of all seven of its separate
portfolios of securities, all of which are the subject of this Plan and are set
forth below (hereinafter, collectively the "Acquired Funds" or individually an
"Acquired Fund").
This Plan governs the proposed issuance of shares of each Acquiring Fund in
exchange for all of the assets and liabilities of the specific Acquired Fund set
forth opposite the name of that Acquiring Fund in the table below.
<TABLE>
<CAPTION>
ACQUIRING FUNDS OF TRUST A ACQUIRED FUNDS OF TRUST C
-------------------------- -------------------------
<S> <C>
Touchstone Emerging Growth Fund A Touchstone Emerging Growth Fund C
Touchstone International Equity Fund A Touchstone International Equity Fund C
Touchstone Income Opportunity Fund A Touchstone Income Opportunity Fund C
Touchstone Value Plus Fund A Touchstone Value Plus Fund C
Touchstone Growth & Income Fund A Touchstone Growth & Income Fund C
Touchstone Balanced Fund A Touchstone Balanced Fund C
Touchstone Bond Fund A Touchstone Bond Fund C
</TABLE>
This Plan is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368(a)(1)(C) of the Internal Revenue
Code of 1986, as amended (the "Code"). A reorganization (each a
"Reorganization") will comprise the transfer of all of the assets of an Acquired
Fund to the corresponding Acquiring Fund in exchange solely for such
corresponding Acquiring Fund's Class C shares and the assumption by the
Acquiring Fund of certain liabilities of the corresponding Acquired Fund, and
the constructive distribution after the Closing Date (as hereinafter defined) of
such Class C shares to the shareholders of the corresponding Acquired Fund in
liquidation of the Acquired Fund, all upon the terms and conditions hereinafter
set forth in this Plan.
WHEREAS, Trust A and Trust C are each (a) a Massachusetts business Trust
duly organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts, and (b) registered as an open-end series
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and each Acquired Fund owns securities which generally are assets
of the character in which the corresponding Acquiring Fund is permitted to
invest; and
WHEREAS, effective as of the Closing Date, the shares of beneficial
interest of each Acquiring Fund will be divided into three separate classes,
designated as Class A shares of beneficial interest ("Class A"), Class C shares
of beneficial interest ("Class C") and Class Y shares of beneficial interest
("Class Y"); and
WHEREAS, the Board of Trustees of Trust C has determined that the exchange
of all of the assets of each Acquired Fund for Class C shares of the
corresponding Acquiring Fund and the assumption of the liabilities of such
Acquired Fund by the corresponding Acquiring Fund is in the best interests of
each Acquired Fund's Shareholders (as defined below) and that the interests of
the existing shareholders of each Acquired Fund will not be diluted as a result
of this transaction; and
WHEREAS, the execution, delivery and performance of this Plan will have
been duly authorized prior to the Closing Date by all necessary corporate action
on the part of Trust A and Trust C, respectively, and this Plan constitutes a
valid and binding obligation of each of the parties hereto enforceable in
accordance with its terms, subject to the requisite approval of the shareholders
of each Acquired Fund.
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<PAGE> 2
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. REDESIGNATION OF PRESENTLY OUTSTANDING SHARES OF EACH ACQUIRING FUND AS
SHARES OF SUCH ACQUIRING FUND'S CLASS A SHARES
1.1 Redesignation. Effective as of the "Effective Time" (as defined in
Article 4 of this Plan), each share of each Acquiring Fund's presently
designated single class of shares then issued and outstanding automatically will
be redesignated (without otherwise affecting the rights and privileges
appertaining thereto) as a share of each Acquiring Fund's Class A shares without
any action on the part of the holder thereof, and will represent a pro rata
interest (taken together with outstanding shares of each Acquiring Fund's Class
C and Class Y shares without regard to Class) in the assets and liabilities of
each Acquiring Fund. Notwithstanding this change in designation, the rights and
privileges of outstanding shares of each Acquiring Fund's presently-designated
single class of shares will remain the same.
1.2 Transfer Agent's Records. Ownership of shares of each Acquiring
Fund's Class A shares will be shown on the books of Trust A's transfer agent.
Shares of each Acquiring Fund's Class A shares will be issued in the manner
described in the then-effective Prospectus and Statement of Additional
Information of Trust A relating to the Class A shares of each Acquiring Fund.
2. TRANSFER OF ASSETS AND LIABILITIES OF EACH ACQUIRED FUND TO THE
CORRESPONDING ACQUIRING FUND IN EXCHANGE FOR SUCH CORRESPONDING ACQUIRING
FUND'S CLASS C SHARES; LIQUIDATION OF THE ACQUIRED FUNDS
2.1 Transfer and Exchange of Assets for Shares. Subject to the requisite
approval of the shareholders of each Acquired Fund and to the other terms and
conditions set forth herein and on the basis of the representations and
warranties contained herein, each of the Touchstone Emerging Growth Fund C,
Touchstone International Equity Fund C, Touchstone Income Opportunity Fund C,
Touchstone Value Plus Fund C, Touchstone Growth & Income Fund C, Touchstone
Balanced Fund C and Touchstone Bond Fund C series of Trust C shall transfer to
each of Touchstone International Equity Fund A, Touchstone Income Opportunity
Fund A, Touchstone Value Plus Fund A, Touchstone Growth & Income Fund A,
Touchstone Balanced Fund A and Touchstone Bond Fund A series of Trust A,
respectively, and each of Touchstone Emerging Growth Fund A, Touchstone
International Equity Fund A, Touchstone Income Opportunity Fund A, Touchstone
Value Plus Fund A, Touchstone Growth & Income Fund A, Touchstone Balanced Fund A
and Touchstone Bond Fund A series of Trust A shall acquire from each of the
Touchstone Emerging Growth Fund C, Touchstone International Equity Fund C,
Touchstone Income Opportunity Fund C, Touchstone Value Plus Fund C, Touchstone
Growth & Income Fund C, Touchstone Balanced Fund C and Touchstone Bond Fund C
series of Trust C, respectively, as of the Closing Date, all of the Assets (as
hereinafter defined) (i) of the Touchstone Emerging Growth Fund C in exchange
for that number of Class C shares of Touchstone Emerging Growth Fund A
determined in accordance with paragraph 3.2 hereof, and the assumption by
Touchstone Emerging Growth Fund A of the Liabilities (as hereinafter defined) of
the Touchstone Emerging Growth Fund C, (ii) of the Touchstone International
Equity Fund C in exchange for that number of Class C shares of Touchstone
International Equity Fund A determined in accordance with paragraph 3.2 hereof,
and the assumption by Touchstone International Equity Fund A of the Liabilities
of the Touchstone International Equity Fund C, (iii) of the Touchstone Income
Opportunity Fund C in exchange for that number of Class C shares of Touchstone
Income Opportunity Fund A determined in accordance with paragraph 3.2 hereof,
and the assumption by Touchstone Income Opportunity Fund A of the Liabilities of
the Touchstone Income Opportunity Fund C, (iv) of the Touchstone Value Plus Fund
C in exchange for that number of Class C shares of Touchstone Value Plus Fund A
determined in accordance with paragraph 3.2 hereof, and the assumption by
Touchstone Value Plus Fund A of the Liabilities of the Touchstone Value Plus
Fund C, (v) of the Touchstone Growth & Income Fund C in exchange for that number
of Class C shares of Touchstone Growth & Income Fund A determined in accordance
with paragraph 3.2 hereof, and the assumption by Touchstone Growth & Income Fund
A of the Liabilities of the Touchstone Growth & Income Fund C, (vi) of the
Touchstone Balanced Fund C in exchange for that number of Class C shares of
Touchstone Balanced Fund A determined in accordance with paragraph 3.2 hereof,
and the assumption by
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<PAGE> 3
Touchstone Balanced Fund A of the Liabilities of the Touchstone Balanced Fund C,
and (vii) of the Touchstone Bond Fund C in exchange for that number of Class C
shares of Touchstone Bond Fund A determined in accordance with paragraph 3.2
hereof, and the assumption by Touchstone Bond Fund A of the Liabilities of the
Touchstone Bond Fund C. Such transactions shall take place at the closing
provided for in Article 4 of this Plan (the "Closing").
Trust C will (i) pay or cause to be paid to Trust A any interest received
on or after the Closing Date with respect to the Assets of each Acquired Fund
and (ii) transfer to Trust A any distributions, rights, stock dividends or other
property received by Trust C after the Closing Date as distributions on or with
respect to the Assets of each Acquired Fund. Any such interest, distributions,
rights, stock dividends or other property so paid or transferred or received
directly by Trust A shall be allocated by Trust A to the account of the
Acquiring Fund that acquired the Assets to which such property relates.
2.2 Description of Assets to be Acquired. The assets of each Acquired
Fund to be acquired by each Acquiring Fund shall consist of all property,
including without limitation, all cash, cash equivalents, securities,
commodities and futures interests, receivables (including interest or dividends
receivable), any claims or rights of action or rights to register shares under
applicable securities laws, and other property owned by each Acquired Fund and
any deferred or prepaid expenses shown as an asset on the books of each Acquired
Fund at the Effective Time (the "Assets").
2.3 Liabilities to be Assumed. Each Acquiring Fund shall assume from the
corresponding Acquired Fund all liabilities, expenses, costs, charges and
reserves of such Acquired Fund of whatever kind or nature, whether absolute,
accrued, contingent or otherwise, whether or not arising in the ordinary course
of business, whether or not determinable as of the Effective Time and whether or
not specifically referred to in this Plan; provided, however, that it is
understood and agreed by the parties hereto that each Acquired Fund will utilize
its best efforts to discharge all of its known debts, liabilities, obligations
and duties prior to the Effective Time. Any such liabilities and obligations of
an Acquired Fund assumed by an Acquiring Fund shall be allocated to the shares
of such Acquiring Fund's Class C shares issued to each Acquired Fund pursuant to
this Plan.
2.4 Liquidation of Each Acquired Fund. As provided in Section 4.3 of this
Plan, as soon after the Closing Date as is conveniently practicable (the
"Liquidation Date"), Trust C will effect the termination and liquidation of each
Acquired Fund in the manner provided in its Declaration of Trust and in
accordance with applicable law. On the Closing Date, each Acquired Fund will
distribute pro rata to its shareholders of record, determined as of the close of
business on the Valuation Date (the "Acquired Fund's Shareholders"), each
Acquiring Fund's Class C shares received by such Acquired Fund pursuant to
Section 2.1 in exchange for each such shareholder's interest in each Acquired
Fund evidenced by such shareholder's shares of beneficial interest in each
Acquired Fund. Such liquidation and distribution will be accomplished by opening
accounts on the books of each Acquiring Fund in the names of each Acquired
Fund's Shareholders and transferring the shares credited to the account of each
Acquired Fund on the books of the corresponding Acquiring Fund. Each account
opened shall represent the respective pro rata number of shares of each
Acquiring Fund's Class C shares due each Acquired Fund Shareholder. Fractional
shares of each Acquiring Fund's Class C shares shall be rounded to the nearest
thousandth of one share. All issued and outstanding shares of each Acquired Fund
shall simultaneously be canceled on the books of the Acquired Fund.
2.5 No Issuance of Certificates. None of the Acquiring Funds will issue
certificates representing its Class C shares issued in connection with the
exchange described in paragraph 2.1 hereof.
2.6 Transfer Agent's Records. Ownership of each Acquiring Fund's Class C
shares will be shown on the books of Trust A's transfer agent. Each Acquiring
Fund's Class C shares will be issued in the manner described in the
then-effective Prospectus and Statement of Additional Information of Trust A
relating to the Class C shares of each Acquiring Fund.
2.7 Transfer Taxes. Any transfer taxes payable upon the issuance of
shares of each Acquiring Fund's Class C shares in a name other than the
registered holder of the shares on the books of each Acquired Fund as of the
time of issuance shall be paid by the person to whom such shares are to be
issued as a condition of such transfer.
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<PAGE> 4
2.8 Reporting Responsibilities of each Acquired Fund. Any reporting
obligations relating to an Acquired Fund are and shall remain the responsibility
of Trust C up to and including the Closing Date and such later date on which
each Acquired Fund is liquidated and Trust C is dissolved.
2.9 Operating Plan. From and after the Closing Date, the rights and
privileges of the Class A, Class C and Class Y shares shall be determined under
the provisions of Massachusetts law, Trust A's Declaration of Trust, as amended
from time to time, Trust A's Bylaws and the operating plan adopted by Trust A's
Board of Trustees which establishes policies and procedures for allocating
income and expenses between each Acquiring Fund's Class A shares, Class C shares
and Class Y shares, which further defines the relative voting rights of the
Classes and which otherwise delineates the relative rights, privileges and
liabilities of shares of the Classes.
3. VALUATION
3.1 Net Asset Value of each Acquired Fund. The value of the net assets to
be acquired by each Acquiring Fund hereunder shall be the value of the Assets of
the corresponding Acquired Fund, less the Liabilities of such Acquired Fund, and
shall be computed at the time and in the manner set forth in Trust A's
then-current Prospectus and Statement of Additional Information on December 31,
1998 (such time and date being hereinafter called the "Valuation Date").
3.2 Exchange Ratio. The number of shares of each Acquiring Fund's Class C
shares to be issued (including fractional shares, if any) in exchange for the
Assets of each Acquired Fund and the assumption of its Liabilities shall be
equivalent to the number of shares of the Acquired Fund outstanding as of the
close of business on the Valuation Date.
3.3 Documentation. All computations of value shall be made by Investors
Bank & Trust Company, in accordance with its regular practice as pricing agent
for Trust A. In addition, Trust C shall furnish to Trust A within 60 days of the
Closing Date a statement of each Acquired Fund's assets and liabilities as of
the Effective Time, which statement shall be prepared in accordance with
generally accepted accounting principles consistently applied and shall be
certified by the Treasurer of Trust C. In addition, Trust C shall supply to
Trust A, in such form as is reasonably satisfactory to Trust A, a statement of
earnings and profits of each Acquired Fund for federal income tax purposes which
may be carried over to each Acquiring Fund's Class C shares as a result of
Section 381 of the Code. This statement shall be provided within 180 days of the
Closing Date.
4. CLOSING AND CLOSING DATE
4.1 Establishment of Closing Date; Description of Closing. The "Closing
Date" shall be the next full business day following the Valuation Date (December
31, 1998), or such later date as the parties may agree in writing. All acts
taking place at the Closing shall be deemed to take place simultaneously as of
the close of business on the last business day immediately preceding the Closing
(the "Effective Time"), unless otherwise provided. The Closing shall be held on
the Closing Date at 9:00 a.m., Central Time, at the principal offices of Frost &
Jacobs LLP, or such other time and/or place as the parties may agree.
4.2 Deliveries by Transfer Agent. Investors Bank & Trust Company, as
custodian for Trust C and for each portfolio of Select Advisors Portfolios,
shall deliver at the Closing a certificate of an authorized officer stating
that: (a) each Acquired Fund's portfolio securities, cash and any other assets
shall have been delivered in proper form to Trust A on the Closing Date; and (b)
all necessary taxes, including all applicable federal and state stock transfer
stamps, if any, shall have been paid, or provision for payment shall have been
made, in connection with the delivery of portfolio securities.
4.3 Closing of New York Stock Exchange. In the event that on the
Valuation Date: (a) the New York Stock Exchange is closed to trading or trading
thereon is restricted; or (b) trading or the reporting of trading on said
Exchange or elsewhere is disrupted so that accurate appraisal of the value of
the total net assets of each Acquired Fund is impracticable, then the Closing
Date shall be postponed until the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored.
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<PAGE> 5
4.4 List of each Acquired Fund's Shareholders. Trust C shall deliver at
the Closing a list of names and addresses of the shareholders of each Acquired
Fund and the number and percentage ownership of outstanding shares owned by each
such shareholder, all as of the Effective Time, certified by the Secretary or
Assistant Secretary of Trust C. Trust A shall issue and deliver to said
Secretary or Assistant Secretary of Trust C a confirmation evidencing each
Acquiring Fund's Class C shares to be credited to the corresponding Acquired
Fund on the [Liquidation Date], or provide other evidence satisfactory to Trust
C that such Acquiring Fund's Class C shares have been credited to the account of
the corresponding Acquired Fund on the records of Trust A's transfer agent
maintained with respect to each Acquiring Fund's Class C shares. At the Closing,
each party shall deliver to the other such bills of sale, checks, assignments,
share certificates, receipts or other transfer documents as such other party may
reasonably request.
5. REPRESENTATIONS AND WARRANTIES.
5.1 Trust C, on behalf of each Acquired Fund, represents and warrants to
Trust A, on behalf of each Acquiring Fund, as follows:
(a) Trust C is a voluntary association with transferable shares of the
type commonly referred to as a Massachusetts business trust, duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) Trust C is registered as an investment company classified as a
management company of the open-end type and its registration with the
Securities and Exchange Commission (the "Commission") as an investment
company under the 1940 Act, is in full force and effect;
(c) The current prospectus and statement of additional information of
Trust C relating to the Acquired Funds conform in all material respects to
the applicable requirements of the Securities Act of 1933, as amended (the
"1933 Act"), and the 1940 Act and the rules and regulations of the
Commission thereunder and do not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;
(d) Trust C is not, and the execution, delivery and performance of
this Agreement will not result, in a material violation of its Declaration
of Trust or By-Laws, as each may have been amended to the date hereof, or
of any agreement, indenture, instrument, contract, lease or other
undertaking to which Trust C is a party or by which it is bound;
(e) Trust C has no material contracts or other commitments (other than
this Agreement) which, if terminated prior to the Closing Date, would
result in an additional liability of any of the Acquired Funds;
(f) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its
knowledge threatened against Trust C or any Acquired Fund or any of their
respective properties or assets which, if adversely determined, would
materially and adversely affect their financial condition or the conduct of
their business. Trust C knows of no facts which might form the basis for
the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially or adversely affects its business or its ability to
consummate the transactions herein contemplated;
(g) At the Closing Date, all federal and other tax returns and reports
of the Acquired Funds required by law to have been filed by such date shall
have been filed, and all federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof and,
to the best of Trust C's knowledge, no such return is currently under audit
and no assessment has been asserted with respect to such returns;
(h) For each fiscal year of its operation, each of the Acquired Funds
has (i) met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company and (ii) been treated as a
separate corporation for federal income tax purposes pursuant to section
851(h) of
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<PAGE> 6
the Code, and each of the Acquired Funds intends to be so treated as a
separate corporation and meet such qualification requirements for its
current taxable year;
(i) All issued and outstanding shares of each Acquired Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable with no personal liability attaching to the
ownership thereof (recognizing that, under Massachusetts law, each Acquired
Fund's Shareholders could, under certain circumstances, be held personally
liable for obligations of the respective Acquired Fund);
(j) At the Closing Date, Trust C, on behalf of the Acquired Funds,
will have good and marketable title to the Assets to be transferred to the
Acquiring Funds pursuant hereto and full right, power and authority to
sell, assign, transfer and deliver such Assets hereunder and, upon delivery
and payment for such Assets, the Acquiring Funds will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act,
other than as disclosed to the Acquiring Funds;
(k) The execution, delivery and performance of this Agreement have
been duly authorized as of the date hereof by all necessary action on the
part of Trust C's Board of Trustees, and on the date hereof and on the
Closing Date this Agreement will constitute a valid and binding obligation
of Trust C on behalf of each respective Acquired Fund enforceable against
Trust C in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general principles of equity;
(l) On the Closing Date, the performance of this Agreement shall have
been duly authorized by all necessary action by the shareholders of each
Acquired Fund.
5.2 Trust A, on behalf of each Acquiring Fund, represents and warrants to
Trust C, on behalf of each Acquired Fund, as follows:
(a) Trust A is a voluntary association with transferable shares of the
type commonly referred to as a Massachusetts business trust, duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) Trust A is registered as an investment company classified as a
management company of the open-end type and its registration with the
Commission as an investment company under the 1940 Act, is in full force
and effect;
(c) The current prospectus and statement of additional information of
Trust A relating to the Acquiring Funds conform in all material respects to
the applicable requirements of the 1933 Act and the 1940 Act and the rules
and regulations of the Commission thereunder and do not include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
(d) Trust A is not, and the execution, delivery and performance of
this Agreement will not result, in a material violation of its Declaration
of Trust or By-Laws, as each may have been amended to the date hereof, or
of any agreement, indenture, instrument, contract, lease or other
undertaking to which Trust A is a party or by which it is bound;
(e) Trust A has no material contracts or other commitments (other than
this Agreement) which, if terminated prior to the Closing Date, would
result in an additional liability of any of the Acquiring Funds;
(f) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its
knowledge threatened against Trust A or any Acquiring Fund or any of their
respective properties or assets which, if adversely determined, would
materially and adversely affect their financial condition or the conduct of
their business. Trust A knows of no facts which might form the basis for
the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially or adversely affects its business or its ability to
consummate the transactions herein contemplated;
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<PAGE> 7
(g) At the Closing Date, all federal and other tax returns and reports
of the Acquiring Funds required by law to have been filed by such date
shall have been filed, and all federal and other taxes shall have been paid
so far as due, or provision shall have been made for the payment thereof
and, to the best of Trust A's knowledge, no such return is currently under
audit and no assessment has been asserted with respect to such returns;
(h) For each fiscal year of its operation, each of the Acquiring Funds
has (i) met the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company and (ii) been treated as a
separate corporation for federal income tax purposes pursuant to section
851(h) of the Code, and each of the Acquiring Funds intends to be so
treated as a separate corporation and meet such qualification requirements
for its current taxable year;
(i) All issued and outstanding shares of each Acquiring Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable with no personal liability attaching to the
ownership thereof (recognizing that, under Massachusetts law, each Acquired
Fund's Shareholders could, under certain circumstances, be held personally
liable for obligations of the respective Acquiring Fund);
(k) The execution, delivery and performance of this Agreement have
been duly authorized as of the date hereof by all necessary action on the
part of Trust A's Board of Trustees, and on the date hereof and on the
Closing Date this Agreement will constitute a valid and binding obligation
of Trust A on behalf of each respective Acquiring Fund enforceable against
Trust A in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general principles of equity.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES
The obligations of Trust A hereunder and the obligations of Trust C
hereunder are subject to the conditions that on or before the Closing Date:
6.1 Representations and Warranties. All representations and warranties of
each of Trust A and Trust C set forth herein shall be true and correct in all
material respects as of the date hereof and, except as may be affected by the
transactions contemplated by this Plan, as of the Effective Time with the same
force and effect as if made on and as of the Effective Time.
6.2 Approval of Plan by Shareholders of Each Acquired Fund. This Plan and
the transactions contemplated hereby shall have been approved by the requisite
vote of the holders of the outstanding shares of each Acquired Fund in
accordance with the provisions of the law of business trusts of the Commonwealth
of Massachusetts, the provisions of the 1940 Act and the provisions of Trust A's
Declaration of Trust and Bylaws;
6.3 No Adverse Actions. On the Closing Date, no action, suit or other
proceeding shall be pending before any court or governmental agency in which it
is sought to restrain or prohibit or obtain damages or other relief in
connection with this Plan or the transactions contemplated hereby;
6.4 Consents and Approvals. (a) All consents of other parties and all
other consents, orders and permits of federal, state and local regulatory
authorities (including those of the Commission and of state Blue Sky or
securities authorities, including "no-action" positions of such federal or state
authorities) deemed necessary by Trust A or Trust C to permit consummation, in
all material respects, of the transactions contemplated hereby, shall have been
obtained, except where failure to obtain any such consent, order or permit would
not involve a risk of a material adverse effect on the assets or properties of
any Acquired Fund or any Acquiring Fund, provided that either party hereto may
for itself waive any of such conditions; and
(b) The Board of Trustees of Trust A and Trust C shall have approved the
terms of the Reorganization and this Plan and shall have determined that (i)
participation by Trust A and Trust C, respectively, in the Reorganization is in
the best interests of the shareholders of such Trust, (ii) the interests of
existing shareholders of each of Trust A and Trust C, respectively, will not be
diluted as a result of the Reorganization,
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<PAGE> 8
(iii) the terms of the Reorganization, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on the part of
any person, (iv) the Reorganization is consistent with the policies of Trust A
and Trust C, respectively, as recited in its respective registration statement
and reports filed under the 1940 Act, and (v) the Reorganization is consistent
with the general purposes of the 1940 Act.
6.5 Effectiveness of Registration Statement on Form N-14; No-Action
Relief. A Registration Statement on Form N-14 relating to the shares of each
Acquiring Fund's Class C shares issuable hereunder, including the combined Proxy
Statement of each Acquired Fund and the Prospectus of Trust A (relating to the
shares of each Acquiring Fund's Class C shares issuable pursuant to the terms of
this Plan) constituting a part thereof, shall have become effective under the
1933 Act and no stop order suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act. Additionally, Trust A and Trust C shall have
received a favorable written response to the no-action request originally
submitted to the Office of the Chief Counsel of the Commission's Division of
Investment Management under a letter by Frost & Jacobs LLP of June 25, 1998, as
may be resubmitted (the "No-Action Request"), or the issues raised in the
No-Action Request shall have otherwise been resolved to the mutual satisfaction
of the parties.
6.6 Tax Opinions. Each of Trust A and Trust C shall have obtained an
opinion of Frost & Jacobs LLP, legal counsel to Trust A and Trust C, in form and
substance reasonably satisfactory to their respective Boards, to the effect
that:
(a) The transfer of all of an Acquired Fund's Assets solely in
exchange for the corresponding Acquiring Fund's Class C shares and the
assumption by the Acquiring Fund of the Liabilities of the Acquired Fund,
and the distribution of such Shares to the shareholders of the Acquired
Fund, will constitute a "reorganization" within the meaning of section
368(a)(1)(C) of the Code and the Acquiring Fund and the Acquired Fund are
each a "party to a reorganization" within the meaning of section 368(b) of
the Code;
(b) No gain or loss will be recognized by an Acquired Fund upon the
transfer of the Acquired Fund's Assets to the corresponding Acquiring Fund
in exchange for the Acquiring Fund's Class C shares and the assumption by
the Acquiring Fund of the Liabilities of the Acquired Fund or upon the
distribution (whether actual or constructive) of the Acquiring Fund's Class
C shares to the Acquired Fund's Shareholders in exchange for their shares
of the Acquired Fund;
(c) The tax basis of each Acquired Fund's Assets acquired by an
Acquiring Fund will be the same to the Acquiring Fund as the tax basis of
such Assets to the Acquired Fund immediately prior to the Reorganization,
and the holding period of the Assets of each Acquired Fund in the hands of
the corresponding Acquiring Fund will include the period during which those
assets were held by the Acquired Fund;
(d) No gain or loss will be recognized by an Acquiring Fund upon the
receipt of the Assets of an Acquired Fund solely in exchange for the
Acquiring Fund's Class C shares and the assumption by the Acquiring Fund of
the Liabilities of the Acquired Fund;
(e) No gain or loss will be recognized by shareholders of any Acquired
Fund upon the distribution of the corresponding Acquiring Fund's Class C
shares to such shareholders, provided such shareholders receive solely such
corresponding Acquiring Fund's Class C shares (including fractional shares)
in exchange for their Acquired Fund shares; and
(f) The aggregate tax basis for the Acquiring Fund's Class C shares,
including any fractional shares, received by each shareholder of each
Acquired Fund pursuant to the Reorganization will be the same as the
aggregate tax basis of the Acquired Fund's shares held by such shareholder
immediately prior to the Reorganization, and the holding period of the
Acquiring Fund's Class C shares, including any fractional shares, to be
received by each shareholder of the Acquired Fund will include the period
during which the Acquired Fund's shares exchanged therefor were held by
such shareholder (provided that the Acquired Fund's shares were held as a
capital asset on the date of the Reorganization).
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<PAGE> 9
7. EXPENSES
The expenses incurred in connection with the entering into and carrying out
the provisions of this Plan will be borne and paid by Touchstone Advisors, Inc.,
and not by each Acquiring Fund or each Acquired Fund.
8. TERMINATION
8.1 Mutual Agreement. This Plan may be terminated by the mutual agreement
of Trust A and Trust C.
8.2 Material Breach. In addition, either Trust A or Trust C may, at its
option, terminate this Plan at or prior to the Closing Date on account of a
material breach by the other of any agreement contained herein to be performed
by such other party at or prior to the Closing Date.
8.3 Failure of Condition Precedent. In addition, either Trust A or Trust
C may, at its option, terminate this Plan at or prior to the Closing Date on
account of a condition herein expressed to be precedent to the obligation of
such party which has not been met and which appears cannot reasonably, or will
not, be met.
8.4 Effects of Termination. In the event of any such termination, there
shall be no liability for damage on the part of Trust A or Trust C or their
respective Trustees or officers.
9. AMENDMENT
This Plan may be amended, modified or supplemented in such manner as may be
mutually agreed upon in writing by the parties hereto; provided, however, that
following the meeting of the shareholders of each Acquired Fund described in
Section 6.2 of this Plan, no such amendment may have the effect of changing the
provisions for determining the number of shares of each Acquiring Fund's Class C
shares to be issued to an Acquired Fund's Shareholders under this Plan to the
detriment of such shareholders without their further approval.
10. MISCELLANEOUS
10.1 Headings. The section headings contained in this Plan will have
reference purposes only and shall not effect in any way the meaning or
interpretation of this Plan.
10.2 Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
24
<PAGE> 10
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan to be
executed on its behalf by its duly authorized officer as of the day and year
first written above.
SELECT ADVISORS TRUST C
(ON BEHALF OF EACH OF ITS SERIES)
By: /s/ EDWARD J. HARNESS
------------------------------------
Edward J. Harness, President
SELECT ADVISORS TRUST A
(ON BEHALF OF EACH OF ITS SERIES,
EXCEPT TOUCHSTONE STANDBY INCOME FUND)
By: /s/ EDWARD J. HARNESS
------------------------------------
Edward J. Harness, President
TOUCHSTONE ADVISORS, INC.
(SOLELY TO EVIDENCE ITS CONCURRENCE
WITH SECTION 7 HEREOF)
By: /s/ EDWARD J. HARNESS
------------------------------------
Edward J. Harness, President
25
<PAGE> 1
Exhibit 17a
TOUCHSTONE _______________ FUND C (THE "FUND")
(A SEPARATE SERIES OF SELECT ADVISORS TRUST C)
THIS SOLICITATION IS MADE ON BEHALF OF THE TRUSTEES OF SELECT ADVISORS TRUST C
(THE "TRUST")
The undersigned appoints Edward G. Harness, Jr., James J. Vance and
Andrew S. Josef and each of them, with full power of substitution, as attorneys
and proxies of the undersigned, and does thereby request that the votes
attributable to the undersigned be cast at the Meeting of Shareholders of the
Fund to be held at 10:00 a.m. on October 29, 1998 at the offices of the Trust,
311 Pike Street, Cincinnati, Ohio, and at any adjournment thereof.
- --------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR THE PROPOSAL.
PLEASE VOTE BY CHECKING YOUR RESPONSE.
1. To approve an Agreement and Plan of Reorganization and
Liquidation and the transactions contemplated thereby, including (a)
the transfer of substantially all of the assets and liabilities of each
Trust C Fund to the corresponding series of Select Advisors Trust A (a
"Trust A Fund"), in exchange for Class C shares of such Trust A Fund,
and (b) the distribution of such Trust A Fund's Class C shares to the
shareholders of such Trust C Fund.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Total Shares Owned by the Undersigned: ______
PLEASE VOTE, DATE, SIGN EXACTLY AS NOTE: THE UNDERSIGNED HEREBY
YOUR NAME APPEARS ON THIS CARD, AND ACKNOWLEDGES RECEIPT OF THE NOTICE
RETURN THIS PROXY IN THE ENCLOSED OF MEETING AND PROXY STATEMENT AND
SELF-ADDRESSED ENVELOPE REVOKES ANY PROXY HERETOFORE GIVEN
WITH RESPECT TO THE VOTES COVERED BY
THIS PROXY.
Dated:______________________, 1998 ____________________________________
Signature
____________________________________
Signature If Jointly Held
34
